<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SOLA INTERNATIONAL INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
--------------------------------------------------------------------------------
(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:
Notes:
<PAGE>
SOLA INTERNATIONAL INC.
2420 Sand Hill Road, Suite 200
Menlo Park, California 94025
----------------
Notice of Annual Meeting of Stockholders
To be held on Friday, August 18, 2000
----------------
To the Stockholders of Sola International Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Sola
International Inc., a Delaware corporation, will be held at the Quadrus
Conference Center, 2400 Sand Hill Road, Menlo Park, California 94025, on
Friday, August 18, 2000 at 10:00 a.m. (local time) for the following purposes:
1. To elect a Board of Directors to serve until the next Annual Meeting
of Stockholders or until their successors are elected and qualified.
2. To transact such other business as may properly be brought before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on June 19, 2000 as
the record date for determination of the stockholders entitled to notice and
to vote at the Annual Meeting and only holders of record of the Company's
common stock on said date will be entitled to receive notice of and to vote at
the meeting.
Stockholders are cordially invited to attend the Annual Meeting. Whether or
not you plan to attend the meeting, please mark, sign, date and return the
enclosed proxy. The giving of your proxy will not affect your right to vote in
person in the event you find it convenient to attend the meeting. You may
revoke the proxy at any time before the closing of the polls at the meeting by
delivery to the Company of a subsequently executed proxy or a written notice
of revocation or by voting in person at the meeting. Attendance at the Annual
Meeting will be limited to stockholders and invited guests of the Company.
By order of the Board of Directors,
Steven M. Neil
Secretary
June 30, 2000
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
SOLA INTERNATIONAL INC.
----------------
PROXY STATEMENT IN CONNECTION WITH
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, AUGUST 18, 2000
----------------
This Proxy Statement is furnished to stockholders of Sola International
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation by the Board of Directors of the Company (the "Board of
Directors") of proxies to be voted at the Annual Meeting of Stockholders of
the Company to be held at the Quadrus Conference Center, 2400 Sand Hill Road,
Menlo Park, California 94025, on Friday, August 18, 2000, at 10:00 a.m. (local
time), and any adjournments thereof (the "Annual Meeting"). Action will be
taken at the Annual Meeting to elect Directors of the Company.
Holders of record of outstanding shares of the Company's Common Stock, $.01
par value (the "Common Stock"), at the close of business on June 19, 2000, are
entitled to vote at the Annual Meeting or any adjournments thereof. Voting
rights are vested exclusively in the holders of the Common Stock. Each share
of Common Stock outstanding on the record date will be entitled to one vote on
all matters to be voted upon. Shares held as treasury shares by the Company
are not entitled to vote. As of the close of business on the record date, June
19, 2000, 24,725,016 shares of Common Stock were outstanding. This Proxy
Statement, the accompanying form of proxy and the Company's annual report to
stockholders for the fiscal year ended March 31, 2000 are being mailed on or
about June 30, 2000 to each stockholder entitled to vote at the meeting.
VOTING AND REVOCATION OF PROXIES
When proxies in the enclosed form are returned properly executed, the
shares represented thereby will be voted at the meeting and, where
instructions have been given by the stockholder, will be voted in accordance
therewith. If the stockholder does not otherwise specify, the stockholder's
shares of Common Stock will be voted for the election of the nominees set
forth in the Proxy Statement as directors of the Company. If any other matter
is properly presented for action at the meeting, the persons named in the
enclosed proxy will vote on such matter in their discretion.
The holders of a majority in number of the total outstanding shares of
Common Stock entitled to vote at the meeting, present in person or represented
by proxy, constitute a quorum. Assuming a quorum is present, the affirmative
vote of a plurality of the votes cast at the meeting and entitled to vote in
the election will be required for the election of directors and the
affirmative vote of a majority of the votes cast at the meeting and entitled
to vote thereon will be required to act on all other matters to come before
the Annual Meeting. Pursuant to the law of the State of Delaware, where the
Company is incorporated, as well as the provisions of the Company's
Certificate of Incorporation and By-Laws, abstentions, but not broker non-
votes, will be counted as votes cast against the proposal being considered.
Votes will be counted by employees of Boston Equiserve LP, the Company's
independent transfer agent and registrar.
Any proxy may be revoked by the stockholder, either by attending the
meeting and voting in person or by submitting a revocation in writing to the
Company (including a subsequent signed proxy) at any time prior to the closing
of the polls at the meeting.
ELECTION OF DIRECTORS
The Board of Directors currently consists of seven directors. Seven
directors are to be elected at the Annual Meeting to hold office as directors
until the 2001 Annual Meeting of Stockholders or until their respective
<PAGE>
successors have been duly elected and qualified. Unless otherwise directed,
proxies in the accompanying form will be voted FOR the nominees listed below.
All nominees have consented to be named and to serve if elected. If any one or
more of the nominees is unable to serve or for good cause will not serve,
proxies will be voted for the substitute nominee or nominees, if any, proposed
by the Board of Directors. The Board has no knowledge that any nominee will or
may be unable to serve or will or may withdraw from nomination. Each nominee
will be elected if he receives the affirmative vote of a plurality of the
votes cast by holders of shares of Common Stock at the Annual Meeting.
The Board of Directors proposes the election of the following directors of
the Company for a term of one year. All of the nominees are presently
directors of the Company. Set forth below for each nominee is his name, age,
the year in which he became a director of the Company, all positions and
offices with the Company which he holds, if any, his principal occupations
during at least the last five years and any additional directorships in
publicly-held companies or registered investment companies. References to the
Company include the Company and its predecessors.
Irving S. Shapiro, 83, has been Chairman of the Board of the Company since
December 1994. Mr. Shapiro is Of Counsel to Skadden, Arps, Slate, Meagher &
Flom LLP. He was Chairman and Chief Executive Officer of E.I. du Pont de
Nemours and Company from 1974 to 1981. He is Chairman of the Advisory Board of
Marvin & Palmer Associates, Inc., and is a director of J.P. Morgan Florida
Federal Savings Bank and Gliatech, Inc.
Jeremy C. Bishop, 50, has been a director of the Company and has served as
Chief Executive Officer and President of the Company since April 2000. Prior
to his appointment, he served as president of the American Optical Ophthalmic
Business ("AO"), a position held since Sola's purchase of AO in June 1996. He
joined AO in November 1990 as vice president of European operations.
Douglas D. Danforth, 77, has been a director of the Company since December
1994. Mr. Danforth was Chairman and Chief Executive Officer of Westinghouse
Electric Corporation from 1983 to 1987. He is a director of Daltile Inc. and
Atlantic Express.
Hamish Maxwell, 73, has been a director of the Company since December 1994.
Mr. Maxwell was Chairman of the Executive Committee of the Board of Directors
of Philip Morris Companies Inc. from September 1991 through April 1995 and was
Chairman and Chief Executive Officer of such company from 1984 to 1991. He is
Chairman of WPP Group plc.
Jackson L. Schultz, 74, has been a director of the Company since November
1995. Mr. Schultz joined Wells Fargo Bank in 1970, retiring in 1990 as Senior
Vice President responsible for Public and Governmental Affairs.
Maurice J. Cunniffe, 67, has been a director of the Company since December
1996. He is Chairman and Chief Executive Officer of American Optical
Corporation, a company of which he has been sole shareholder since 1982.
A. William Hamill, 52, has been a director of the Company since December
1996. He is Executive Vice President and Chief Financial Officer of United
Dominion Realty Trust, Inc., a position he has held since October 1999. Mr.
Hamill was Executive Vice President and Chief Financial Officer of Union Camp
Corporation from 1996 through April 1999. From 1993 through 1996, he was a
partner in SCI Investors Inc. and a director of Custom Papers Group Inc. From
1991 to 1993, he was Senior Vice President and Chief Financial Officer of
Specialty Coatings International Inc. From 1975 through 1990, Mr. Hamill was
with Morgan Stanley & Co. Incorporated, where he was a Managing Director.
2
<PAGE>
INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company directs the management of the
business and affairs of the Company, as provided by Delaware law, and conducts
its business through meetings of the Board and two standing committees: Audit
and Compensation. In addition, from time to time, special committees may be
established under the direction of the Board when necessary to address
specific issues. The Company has no nominating or similar committee.
Board Meetings and Committees
The Board of Directors of the Company held seven meetings during fiscal
2000. Each current director attended 75% or more of the aggregate of (i)
meetings of the Board held during the period for which he served as a director
and (ii) meetings of all committees held during the period for which he served
on those committees.
The Compensation Committee is responsible for executive compensation,
including setting the Company's compensation philosophy and policies,
recommending to the Board of Directors the compensation to be paid to the
Chief Executive Officer and determining the compensation for all other
executive officers. The Compensation Committee is also responsible for
administering the Company's executive compensation plans and programs,
including the Sola Investors Inc. Stock Option Plan, the Sola International
Inc. Stock Option Plan and the Management Incentive Plan. The Committee
consists of Hamish Maxwell (Chairman), Irving S. Shapiro and A. William
Hamill. The Committee held two meetings during fiscal 2000.
The Audit Committee's principal functions are to review the scope of the
annual audit of the Company by its independent auditors, review the annual
financial statements of the Company and the related audit report of the
Company as prepared by the independent auditors, recommend the selection of
independent auditors each year and review the Company's internal controls and
accounting policies and procedures. The Audit Committee reports its findings
and recommendations to the Board of Directors for appropriate action. The
Audit Committee consists of Douglas D. Danforth (Chairman), Jackson L. Schultz
and Irving S. Shapiro, who are not executive officers or employees of the
Company or any of its subsidiaries. The Company's Audit Committee held two
meetings during fiscal 2000.
Compensation Committee Interlocks and Insider Participation
Decisions with respect to compensation are made by the Compensation
Committee of the Company. The members of the Compensation Committee as of
March 31, 2000 were Hamish Maxwell, Irving S. Shapiro and A. William Hamill.
Director Compensation
Directors who are full time employees of the Company receive no
compensation for serving on the Board of Directors or its committees. During
fiscal 2000, non-employee directors received an annual fee of $20,000, except
for the Chairman who received an annual fee of $40,000, and $500 for each
Board meeting attended. The same fee structure will be continued for fiscal
2001. Directors are permitted to receive all or a portion of their annual
retainer fee in the form of options to acquire shares of Common Stock.
Directors are reimbursed for traveling costs and other out-of-pocket expenses
incurred in attending meetings. Directors who serve on the Audit Committee or
the Compensation Committee receive no additional compensation for committee
meetings held on the same date as a Board meeting and received $500 in fiscal
2000 (and will receive $500 in fiscal 2001) for each committee meeting held on
a date on which there is or was no Board meeting. During fiscal 2000, Messrs.
Cunniffe and Hamill were paid $5,000 each in connection with special board
committee work performed.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by (a) each person who is known to the
Company to be the beneficial owner of more than five percent of the Company's
Common Stock (based on a review by the Company of filings with the Securities
and Exchange Commission), (b) each director of the Company, (c) each of the
executive officers named in the Summary Compensation Table and (d) all
directors and executive officers of the Company as a group. Except as
otherwise indicated, the persons or entities listed below have sole voting and
investment power with respect to all shares of Common Stock beneficially owned
by them, except to the extent such power may be shared with a spouse.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name Beneficially Owned of Class(1)
---- ------------------ ----------
<S> <C> <C>
Beneficial Owners:
Dimensional Fund Advisors (2).................. 1,561,800 6.3
R. Eliot King & Associates (3)................. 1,400,000 5.6
T. Rowe Price Associates, Inc. (4)............. 1,292,000 5.2
Cumberland Associates LLC (5).................. 1,234,000 5.0
Directors:
Irving S. Shapiro (6).......................... 34,364 *
Jeremy C. Bishop (7)........................... 339,800 *
Douglas D. Danforth (8)........................ 18,881 *
Hamish Maxwell (9)............................. 56,516 *
Jackson L. Schultz (10)........................ 15,783 *
Maurice J. Cunniffe (11)....................... 334,115 1.3
A. William Hamill (12)......................... 9,515 *
Named Executive Officers:
James H. Cox (13).............................. 154,849 *
Steven M. Neil (14)............................ 123,100 *
Stephen J. Lee (15)............................ 117,019 *
John E. Heine (16)............................. 476,636 1.9
Alan S. Vaughan (17)........................... 90,356 *
Theodore Gioia................................. -- *
All directors and executive officers as a group
(13 persons).................................. 1,585,334 5.9
</TABLE>
--------
* The percentage of shares of Common Stock beneficially owned does not
exceed one percent of the outstanding shares of Common Stock.
(1) Based on 24,859,516 shares of Common Stock (excluding treasury shares)
outstanding on May 30, 2000. Calculations of percentage of beneficial
ownership assume the exercise by only the respective named stockholder of
all options for the purchase of Common Stock held by such stockholder
which are exercisable within 60 days of May 30, 2000.
(2) Pursuant to a Schedule 13F filed March 30, 2000, Dimensional Fund
Advisors indicated that it had sole power to vote 1,561,800 shares of
Common Stock and sole power to dispose of 1,561,800 shares of Common
Stock. The address of Dimensional Fund Advisors is 1299 Ocean Avenue,
11th Floor, Santa Monica, CA 90401.
(3) Pursuant to a Schedule 13F filed March 31, 2000, R. Eliot King &
Associates indicated that it had sole power to vote 1,400,000 shares of
Common Stock and sole power to dispose of 1,400,000 shares of Common
Stock. The address of R. Eliot King & Associates is 3000 Sand Hill Road,
Building 2, Suite 245, Menlo Park, CA 94025.
4
<PAGE>
(4) Pursuant to a Schedule 13F filed March 31, 2000, T. Rowe Price
Associates, Inc. indicated that it had sole power to vote 1,292,000
shares of Common Stock and sole power to dispose of 1,292,000 shares of
Common Stock. The address of T. Rowe Price Associates, Inc. is 100 East
Pratt Street, Baltimore, MD 21202.
(5) Pursuant to a Schedule 13F filed March 31, 2000, Cumberland Associates
LLC indicated that it owned 1,234,000 shares of common stock. The address
of Cumberland Associates LLC is 1114 Avenue of the Americas, New York, NY
10038.
(6) Mr. Shapiro's shares are held by a trust of which Mr. Shapiro is both
trustee and sole beneficiary. Includes 15,153 shares of Common Stock
issuable upon exercise of options that are exercisable within 60 days
from May 30, 2000.
(7) Includes 96,840 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(8) Includes 2,062 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(9) Includes 1,516 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(10) Includes 7,783 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(11) Includes 5,515 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(12) Includes 5,515 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(13) Includes 116,270 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(14) Includes 56,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(15) Includes 84,457 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
(16) Includes 397,261 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000 and 79,375 shares
of Common Stock held by a trust for which Mr. Heine and members of his
family are trustees and beneficiaries.
(17) Includes 69,072 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days from May 30, 2000.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth in summary form all compensation for all
services rendered in all capacities to the Company paid or accrued during the
fiscal year ended March 31, 2000 ("fiscal 2000"), the fiscal year ended March
31, 1999 ("fiscal 1999") and the fiscal year ended March 31, 1998 ("fiscal
1998"), to the Chief Executive Officer of the Company and the four other most
highly compensated individuals who were serving as executive officers of the
Company on March 31, 2000 (collectively, the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------------
Annual Compensation Securities
---------------------------------------- Underlying All Other
Name and Principal Fiscal Other Annual Options/ Compensation
Position Year Salary ($) Bonus ($) Compensation (1)($) SARs (#) (2)($)
------------------- ------ ---------- --------- ------------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John E. Heine(6)........ 2000 $541,193 -- $ 58,312(3) -- $6,323
President and Chief 1999 541,193 $ 46,079 69,294(3) -- 6,786
Executive Officer 1998 517,221 607,716 85,185(3) -- 5,674
James H. Cox............ 2000 $315,159 $ 27,943 -- -- $6,881
Executive Vice 1999 315,159 29,786 -- -- 7,931
President, Business and 1998 314,952 347,828 -- -- 7,161
Product Development
Steven M. Neil.......... 2000 $250,000 $ 17,787 -- 30,000 $5,800
Executive Vice 1999 250,000 17,656 $304,939(4) 5,000 1,566
President, Secretary 1998 117,468 102,575 50,354(4) 80,000 782
and Treasurer
Stephen J. Lee.......... 2000 $261,251 $ 17,672 $ 59,712(5) -- $5,850
Vice President, Human 1999 261,251 17,541 57,389(5) -- 6,446
Resources 1998 247,056 216,904 74,275(5) -- 5,827
Theodore Gioia(7)....... 2000 $203,548 -- -- -- $5,305
Vice President, 1999 193,856 $ 13,691 -- -- 5,257
Strategic Planning 1998 188,264 166,847 -- -- 5,416
Alan S. Vaughan(8)...... 2000 $140,943 $ 12,162 -- -- --
Vice President, 1999 154,392 10,976 -- -- --
European Operations 1998 151,472 234,498 -- -- --
</TABLE>
--------
(1) Unless otherwise indicated, with respect to any individual named in the
above table, the aggregate amount of perquisites and other personal
benefits was less than the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the named executive officer.
(2) Reflects payments made in fiscal 2000 by the Company (i) as matching
contributions under the Sola Optical USA 401(k) Savings Plan on behalf of
Messrs. Cox, Neil, Lee and Gioia in the amount of $4,800, $4,800, $4,800
and $4,800, respectively, and (ii) for term life insurance benefits for
Messrs. Heine, Cox, Neil, Lee and Gioia in the amounts of $6,323, $2,081,
$1,000, $1,050 and $505, respectively.
(3) Includes payments to Mr. Heine for expatriate accommodation allowances in
the amount of $38,461 for fiscal 2000, $38,461 for fiscal 1999 and $52,884
for fiscal 1998.
(4) Includes $154,733 during fiscal 1999, and $32,543 in fiscal 1998, paid to
Mr. Neil for the reimbursement of relocation costs.
(5) Includes payments to Mr. Lee for expatriate accommodation allowances in
the amount of $25,739 for fiscal 2000, $25,739 for fiscal 1999 and $35,391
for fiscal 1998.
6
<PAGE>
(6) Mr. Heine was terminated as President and Chief Executive Officer of the
Company effective March 31, 2000. Jeremy C. Bishop was appointed President
and Chief Executive Officer effective April 1, 2000. Mr. Bishop was not a
Named Executive Officer of the Company for fiscal 2000.
(7) Mr. Gioia resigned as Vice President, Strategic Planning in December 1999
and was not considered an Executive Officer of the Company at March 31,
2000.
(8) Mr. Vaughan is compensated in Irish Punt. The average exchange rates used
during fiscal 2000, 1999 and 1998 were U.S. Dollar 1.310, 1.435 and 1.460
respectively per Irish Punt.
Option Grant Table
This table sets forth information concerning individual grants of stock
options made during fiscal 2000 to each of the named executive officers.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Price
appreciation for
Individual Grants Option Term (2)
-------------------------------------------- -----------------
% of Total
Number of Option/SARs
Securities Granted, to
Underlying Employees Exercise
Option/SARs in Fiscal or Base Expiration
Name Granted Year Price Date 5% 10%
---- ----------- ----------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
John E. Heine.... -- -- -- -- -- --
James H. Cox..... -- -- -- -- -- --
Steven M. Neil... 30,000(1) 5.0% $16.875 8/13/2009 $318,150 $807,000
Stephen J. Lee... -- -- -- -- -- --
Theodore Gioia... -- -- -- -- -- --
Alan S. Vaughan.. -- -- -- -- -- --
</TABLE>
--------
(1) The option will become exercisable with respect to one-fifth of the shares
covered thereby on August 14, 2000, 2001, 2002 and 2003. One-fifth is
exercisable immediately. In the event of a change in control of the
Company the option will become fully vested and immediately exercisable.
(2) The 5% and 10% annual rates of appreciation are over the term of the
option outstanding as of the end of fiscal year 2000 which is ten years
from the date of grant, and such assumed rates are set forth in accordance
with rules and regulations adopted by the SEC and do not represent the
Company's estimate of stock price appreciation.
7
<PAGE>
Option Exercise Table
This table sets forth information concerning each exercise of stock options
during the last completed fiscal year by each of the named executive officers
and the number of shares covered by both exercisable and unexercisable options
to acquire Common Stock granted to the Named Executive Officers under the
Company's option plans as of March 31, 2000.
Fiscal Year End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities
Number of Shares Underlying Unexercised Value of Unexercised In-
Acquired on Options/SARs at Fiscal the-Money Options/SARs at
Exercise of Value Year-End Fiscal Year-End(1)
Options/Redemption Realized ------------------------- -------------------------
Name of SARs Options/SARs Exercisable Unexercisable Exercisable Unexercisable
---- ------------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John E. Heine........... -- -- 397,261 -- -- --
James H. Cox............ -- -- 116,270 1,000 -- --
Steven M. Neil.......... -- -- 56,000 59,000 -- --
Stephen J. Lee.......... -- -- 84,457 -- -- --
Theodore Gioia.......... 67,747 $81,705 -- -- -- --
Alan S. Vaughan......... -- -- 69,072 -- -- --
</TABLE>
--------
(1) All of the exercisable and unexercisable options held by John E. Heine,
James H. Cox, Steven M. Neil, Stephen J. Lee and Alan S. Vaughan have
exercise prices higher than the stock price as of March 31, 2000 and
therefore are not in-the-money options at fiscal year-end.
Employment Agreements
Prior to his resignation from the Company effective March 31, 2000, Mr.
Heine and the Company were parties to a Severance Agreement dated November 20,
1996 ("Severance Agreement"). Pursuant to this agreement if the Company
elected to terminate Mr. Heine's employment other than for Cause (defined as
willful misconduct, neglect of duties, or any act or omission, any or all of
which materially adversely affected the Company's business; or conviction of a
felony) or if Mr. Heine terminated his employment under certain circumstances,
the Company was required to continue his compensation, including annual salary
and an average of the last three years Management Incentive Plan payments made
to him, for a 24 month period. In addition, for a 24 month period Mr. Heine
could continue to participate in any and all benefit plans the Company
regularly provided its other executives, including, but not limited to,
health, dental, vision, pension and other retirement plans, and could receive
outplacement assistance and consultation up to a maximum of $25,000. If,
within two years of a change of control (as defined in the agreement), the
Company elected to terminate Mr. Heine's employment other than for Cause or if
Mr. Heine terminated his employment with the Company under certain
circumstances, the Company was required to pay Mr. Heine in cash an amount
equal to 2.99 times the sum of the amount of Mr. Heine's annual salary in
effect immediately prior to the date of such termination plus the average of
the Management Incentive Plan compensation paid to him over the immediately
prior three years. The agreement also contained covenants not to compete,
covenants not to solicit, and invention assignment and confidentiality
clauses. In connection with his resignation on March 31, 2000, Mr. Heine and
the Company entered into a Separation Agreement ("Separation Agreement")
pursuant to which Mr. Heine received severance benefits payable under a
Severance (as defined in his Severance Agreement). As a result of his
resignation, Mr. Heine is no longer party to either the Severance Agreement or
the Separation Agreement.
The Company and each of Messrs. Cox, Lee, and Neil are parties to a
severance agreement. Pursuant to this agreement, each executive will be
entitled to receive severance benefits if the executive's employment with the
Company is terminated for any reason other than "cause," if the executive is
regularly assigned duties that materially diminish his position as an
executive or in certain other circumstances. The term "cause" includes (i)
willful misconduct, neglect of duties or any act or omission any or all of
which materially adversely affects
8
<PAGE>
the Company's business or (ii) conviction of a felony. The executive will not
be entitled to severance benefits if he freely resigns his employment with the
Company.
The severance benefits provided by these severance agreements include (1)
the executive's annual salary immediately prior to the termination of
employment, plus the average of management incentive plan compensation paid
over the three immediately preceding years, which will be received for the
longer of 12 months or one month per completed year of service up to a maximum
of 18 months, (2) any and all benefit plans the Company regularly provides its
other executives or employees including, but not limited to, health, dental,
vision, pension or other retirement plans, for the longer of 12 months or one
month per completed year of service, up to a maximum of 18 months and (3)
outplacement assistance in the form of professional consultation and
administrative assistance up to a maximum of $25,000.
The Company entered into a letter agreement with Mr. Steven Neil on
September 2, 1997. Pursuant to this agreement Mr. Neil was employed as
Executive Vice President and Chief Financial Officer of the Company. The
agreement provided that Mr. Neil would receive a $250,000 annual salary,
subject to discretionary review increases annually. The agreement also
provided that Mr. Neil would participate in the Company's management incentive
plan and other medical, insurance and benefit plans. Under the terms of the
agreement, the Company loaned Mr. Neil $300,000, interest free, structured as
an IRS Relocation Loan. The Company also made an equity investment in Mr.
Neil's home in the amount of $745,000.
Pension Plans
Prior to the sale by Pilkington plc of the Company in December 1993, Mr.
Cox and Mr. Gioia were participants in the Pilkington Visioncare Pension Plan.
In December 1993 the Company implemented the Sola Optical Pension Plan, which
is currently intended, together with the Pilkington Visioncare Pension Plan,
to provide substantially the same benefit that would have been payable had Mr.
Cox and Mr. Gioia continued active participation under the Pilkington
Visioncare Pension Plan, as it existed on December 1, 1993, until retirement.
To that end, retirement benefits under the basic formula of the Sola Optical
Pension Plan currently are substantially identical to the Pilkington
Visioncare Pension Plan for a given level of compensation and service.
Prior to his resignation effective March 31, 2000, Mr. Heine did not
participate in the Sola Optical Pension Plan. In lieu of his participation in
the Sola Superannuation Plan (in Australia), Mr. Heine earned an equivalent
pension under a separate Expatriate Superannuation Agreement with the Company.
Under this agreement, the Company was required to make a lump sum payment for
the benefit of Mr. Heine upon his termination of service or retirement from
the Company based on the benefits he would have accrued under the Sola
Superannuation Plan had he continued his participation therein. Payments under
the Sola Superannuation Plan generally are based on years of service and final
average compensation. In connection with Mr. Heine's resignation, a lump sum
benefit, including benefits accrued by Mr. Heine as a member of the Sola
Superannuation Plan prior to his relocation to Menlo Park, California, will be
paid in the amount of Australian $1,078,320 (U.S.$642,239 based on a
conversion rate of Australian $1.679 to the U.S.$).
Mr. Lee did not participate in the Pilkington Visioncare Pension Plan;
however, he does participate in the Sola Optical Pension Plan. Mr. Vaughan is
a participant in the Sola ADC Lenses, Ltd Executive Pension Plan. Assuming
retirement at age 65, Mr. Vaughan will receive an annual pension benefit from
the Company of approximately 66% of the average of the last three year's of
pensionable salary, or approximately $162,000.
The following table shows estimated annual benefits payable upon retirement
to Messrs. Cox, Neil and Lee under the Sola Optical Pension Plan in
combination (to the extent applicable) with the Pilkington Visioncare Pension
Plan. The Sola Optical Pension Plan will provide the amount of the benefit to
Mr. Cox in excess of a portion of the amount accrued by him under the
Pilkington Visioncare Pension Plan as of December 1, 1993; assuming retirement
at age 65, the amount of annual benefit payable by the Pilkington Visioncare
Pension Plan to Mr. Cox which will be offset from the Sola Optical Pension
Plan will be $16,929. As a result of his resignation
9
<PAGE>
in December, 1999, Mr. Gioia will be paid an annual pension benefit of $4,610
or $21,492 depending on whether Mr. Gioia elects to receive such benefits
starting at age 50 or age 65. Assets of the Pilkington Visioncare Pension Plan
were not transferred to the Company from Pilkington in connection with the
sale of the Company from Pilkington and the Company has no obligation under
the Pilkington Visioncare Pension Plan.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
---------------------------------------
Remuneration 15 20 25 30 35
------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000................................ $26,370 $35,159 $43,949 $52,739 $61,529
150,000................................ 32,092 42,789 53,487 64,184 74,882
175,000................................ 33,466 44,621 55,776 66,931 78,086
200,000................................ 33,466 44,621 55,776 66,931 78,086
225,000................................ 33,466 44,621 55,776 66,931 78,086
250,000................................ 33,466 44,621 55,776 66,931 78,086
300,000................................ 33,466 44,621 55,776 66,931 78,086
350,000................................ 33,466 44,621 55,776 66,931 78,086
400,000................................ 33,466 44,621 55,776 66,931 78,086
450,000................................ 33,466 44,621 55,776 66,931 78,086
500,000................................ 33,466 44,621 55,776 66,931 78,086
</TABLE>
The years of credited service as of March 31, 2000 for Messrs. Cox, Neil,
Lee, Gioia and Vaughan are 14.25, 2.47, 6.25, 10.56 and 22 respectively.
Benefits under the Sola Optical Pension Plan are not offset by Social
Security benefits. The amounts shown are based upon certain assumptions,
including retirement of the employee at exactly age 65 on March 31, 2000 and
payment of the benefit under the basic form of the Sola Optical Pension Plan,
a single life annuity for the life of the participant. The amounts will change
if the payment is made under any other form permitted by the Sola Optical
Pension Plan, or if an employee's retirement occurs after March 31, 2000,
since the Social Security Wage Base of such an employee (one of the factors
used in computing the annual retirement benefits) will reflect higher Social
Security tax bases for years after 2000. The Sola Optical Pension Plan
provides a higher level of benefits for the portion of compensation above the
compensation levels on which Social Security benefits are based.
The remuneration levels shown represent the five year average of annual
compensation covered by the Sola Optical Pension Plan as of March 31, 2000.
Compensation covered by the Sola Optical Pension Plan includes regular base
salary, hourly wages, shift differentials, overtime, vacation and sick leave
pay, commissions, sales bonus, amounts deferred under any tax qualified plan
of the Company and amounts paid pursuant to management bonus plans or other
formally adopted incentive compensation plans. The current compensation
covered by the Sola Optical Pension Plan for Messrs. Cox, Lee and Gioia
differs substantially (by more than 10%) from that set forth in the Summary
Compensation Table under the aggregate of the "Salary" and "Bonus" columns
because the amount of compensation which may be covered under a tax qualified
pension plan is limited by the Internal Revenue Code.
The pension amounts shown for remuneration in excess of the compensation
cap ($160,000 for 1999) are based upon the compensation cap in each year, as
required by law. The IRC Section 415 defined benefit limit was $135,000 for
2000, but it did not provide any further limitation on the amounts calculated.
10
<PAGE>
COMPENSATION COMMITTEE REPORT ON
COMPENSATION OF EXECUTIVE
OFFICERS OF THE COMPANY
The Company's Compensation Committee is responsible for executive
compensation, including setting the Company's compensation philosophy and
policies, recommending to the Board of Directors the compensation to be paid
to the Chief Executive Officer and determining the compensation for the other
executive officers. The Compensation Committee is also responsible for
administering the Company's executive compensation plans and programs,
including the Company's stock option plans. The Compensation Committee reviews
the Company's executive compensation program on at least an annual basis to
ensure that the program continues to meet the goals of its compensation
policy.
Compensation Policy
The Compensation Committee has designed the Company's executive
compensation program (i) to attract qualified executive officers from a global
pool of talent, (ii) to reward, motivate and retain the Company's executive
officers and (iii) to align the interests of its executive officers with those
of the Company's stockholders by linking the executives' annual cash and long-
term incentive compensation to Company performance.
The Company's compensation program consists of three basic components: base
salary; annual cash incentive-based compensation; and long-term compensation
in the form of stock options. The Compensation Committee's goal has been to
base a greater portion of the executives' compensation on Company performance.
The Company also provides perquisites to its executive officers to maintain
the Company's competitive status in attracting and retaining executive
officers in a competitive global market.
Base Salary
The Compensation Committee reviews base salary levels of the executive
officers annually. Adjustments, if any, are made effective April 1. Salary
ranges for each executive officer are determined by the Compensation Committee
using a two-step process. First, the level and functional responsibilities of
the position held by each executive officer is evaluated using the Hay Guide
Chart Job Evaluation Method. Second, based on such evaluation, salary ranges
for each position are determined using marketplace data provided by Hay
Management Consultants and periodically cross-checked with other market
surveys published by Mercer, Cullen-Egan-Dell and other compensation
consultants. Historically, a mid-point base salary has been established around
the 75th percentile among a select group of companies, with a minimum salary
at 80% of the mid-point and a maximum salary at 120% of the mid-point. An
executive officer's progression through the salary range is based upon the
Compensation Committee's evaluation of the individual's job performance. With
the exception of Mr. Gioia who received a salary increase of 5%, no executive
officer received a salary increase in fiscal 2000.
The group of companies to which the Company compares itself with respect to
base salary compensation of its executives is not the same as the group to
which it compares itself on the Performance Graph. For the U.S. market the
comparison group for base salary purposes is comprised of visioncare,
healthcare and technology companies whose businesses are concentrated on the
west coast of the United States. The Compensation Committee selected these
companies because it believes that they are the companies with respect to
which the Company must remain competitive in order to attract and retain
qualified executives to work at its Northern California locations. For other
market places worldwide the comparison group consists of all multinational and
medium to large local companies in the specific market place. The comparison
group used in the Performance Graph is comprised of the Company's worldwide
competitors.
11
<PAGE>
Annual Cash Incentive Compensation
The Compensation Committee views the annual cash incentive compensation
component of its program as a significant element in attaining its goal of
closely linking Company performance with executive compensation by providing
additional annual cash compensation based on the Company's achievement of
objective financial performance targets.
In 1999, the Compensation Committee, with the approval of the Board of
Directors and subsequent ratification by shareholders at the fiscal 1999
Annual General Meeting, adopted the Sola International Inc. Management
Incentive Plan (the "Plan") for fiscal years commencing after fiscal 1999 to
provide annual performance-based cash bonuses to officers designated by the
Compensation Committee. Under the Plan, each designated officer has the
opportunity to receive a performance-based cash bonus based on the Company's
achievement of certain pre-established performance targets based on one or
more performance criteria. The Committee will prepare schedules with respect
to each performance period, which will be treated as part of the Plan for that
performance period, setting forth each participant's target award percentages
and each participant's performance targets for that performance period.
The Compensation Committee establishes target award percentages for each
participant, which is the percentage of a participant's salary that will be
awarded depending on the percentage of the performance target which is
attained. The Compensation Committee will determine whether to establish
maximum target award percentages. The maximum award which any participant may
receive in a fiscal year under the Plan is $2 million. The Compensation
Committee does not have discretion to increase the amount of a participant's
award payable under the plan after the establishment of the relevant
performance targets and target award percentages. Awards are paid annually
upon certification by the Compensation Committee of achievement of the
relevant performance targets at such time and in such manner as the
Compensation Committee shall determine.
The amount of an executive's bonus for fiscal 2000 was based on the
Company's level of achievement measured against its pre-established
performance targets. A bonus equal to 12% of the target bonus amount was
payable if 95% of the performance targets for working capital for fiscal 2000
were achieved. A bonus equal to 28% of the target bonus was payable if
"trading profit" attained fiscal 1999 levels. A bonus in excess of 100% of the
target bonus amount was payable if greater than 100% of the performance
targets was achieved. No bonus was payable if the Company did not achieve at
least 95% of its performance targets for working capital, and no bonus was
payable if fiscal 1999 "trading profit" was not achieved.
Prior to the commencement of fiscal 2000, the Compensation Committee
maintained target bonus awards equal to 80% of base salary for Mr. Heine, 70%
of base salary for Mr. Cox and 60% of base salary for each of the other
executive officers, in each instance payable only upon attainment of 100% of
the performance targets. The Compensation Committee determined such
percentages to be appropriate based on market surveys of executive
compensation, including the Executive Compensation Reports published by Hay
Management Consultants.
Based on the Company's performance for fiscal 2000, Messrs. Cox, Neil, Lee
and Vaughan respectively, realized bonus awards equal to approximately 8.9%,
7.1%, 6.8% and 8.6% of their base salary.
Stock Option Plans
The Compensation Committee believes that the stock option component of its
executive compensation program causes the executives' interests to be more
closely aligned with those of the Company's stockholders because the value of
the options is linked directly to the price of the Company's stock. The
Compensation Committee awarded stock options to the executive officers prior
to fiscal 1995 under the Company's then existing stock option plan. Such plan
has been amended to provide that no options would be granted thereunder after
February 28, 1995 and the International Stock Option Plan has been adopted by
the Company.
12
<PAGE>
In light of previous awards made to Mr. Heine and the other named executive
officers, the Compensation Committee determined that it was not appropriate to
grant such persons options under the International Stock Option Plan during
fiscal 2000, except for Mr. Neil, who was granted options to purchase 30,000
shares at an option exercise price of $16.875 per share.
In fiscal 1998 the Board of Directors amended the Sola International Inc.
Stock Option Plan to provide for the issuance of an additional 1,690,000
shares of Common Stock, which was ratified by the shareholders at the fiscal
1998 Annual General Meeting. The amendment has enabled the Compensation
Committee to make option grants to current optionholders and an expanded group
of key management worldwide as well as to attract and retain executive
officers.
Perquisites
The Company provides a company car allowance and supplemental medical
coverage to certain named executive officers and an ex-patriate allowance for
housing to each named executive officer who has relocated to California from
outside the United States. The foregoing perquisites are provided to executive
officers because the Compensation Committee believes that they are necessary
to attract and retain executive talent in a global market.
CEO Compensation
The Compensation Committee determined Mr. Heine's compensation on the same
basis and under the same philosophy it used in determining the compensation of
other executive officers. As discussed above, the goal of the Compensation
Committee is to link a significant portion of the compensation of its
executive officers, including the President and Chief Executive Officer, to
Company performance. In fiscal 2000 Mr. Heine's salary was not increased and
he received no bonus award. In light of the stock option awards made in
December 1993 the Compensation Committee determined no stock option awards
were appropriate for Mr. Heine in fiscal 2000.
Upon his promotion to President and Chief Executive Officer, the
Compensation Committee established Jeremy C. Bishop's base salary at $400,000
per year effective April 1, 2000. The Compensation Committee believes that
this base salary appropriately reflects Mr. Bishop's responsibilites in his
new position. The Compensation Committee also awarded Mr. Bishop 250,000 stock
options with an exercise price of $6.25 per share.
Section 162(m)
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
disallows a deduction to any publicly-held corporation for compensation paid
in excess of $1 million in a taxable year to its chief executive officer or
any of the four other most highly-compensated executive officers employed by
the Company on the last day of its taxable year.
The Company has structured and administered its management incentive plan
and stock option plans with the intent that compensation paid to the executive
officers thereunder will not be subject to the deduction limitation of Section
162(m).
Respectfully submitted,
Hamish Maxwell, Chairman
Irving S. Shapiro
A. William Hamill
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on $100 invested on
February 23, 1995 in each of the Common Stock of the Company, Standard & Poor's
500 Index and the Dow Jones World Stock Index--Medical Supplies, the latter of
which the Company finds representative given the inclusion of certain
competitors of the Company in such index. The return of the Standard & Poor's
500 Index is calculated assuming reinvestment of dividends. The Company has not
paid any dividends. The graph covers the period from February 23, 1995, when
the Company's Common Stock was first offered to the public, through March 31,
2000. The stock price performance shown on the graph below is not necessarily
indicative of future price performance.
Comparison of Cumulative Total Return
of Sola International Inc., S&P 500 and Dow Jones
World Stock Index - Medical Supplies
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
SOLA DJWSI-
Measurement Period INTERNATIONAL MEDICAL
(Fiscal Year Covered) INC. S&P 500 SUPPLIES
--------------------- ------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-03/31/95 $100 $100 $100
FYE 03/31/96 $144.7 $128.8 $120.5
FYE 03/31/97 $107.6 $151.1 $147.5
FYE 03/31/98 $192.7 $219.8 $179.5
FYE 03/31/99 $56.1 $256.6 $218.2
FYE 03/31/00 $21.9 $291.5 $172.1
</TABLE>
14
<PAGE>
CERTAIN TRANSACTIONS
The Company has entered into agreements to provide indemnification for its
directors and executive officers in addition to the indemnification provided
for in the Company's Amended and Restated Certificate of Incorporation and
Amended and Restated By-Laws. The Company has also purchased directors and
officers insurance for its directors and executive officers.
The Company and Mr. Steven M. Neil, Executive Vice President, Finance,
Chief Financial Officer, Secretary and Treasurer, entered into an employment
agreement dated September 2, 1997. Under the terms of the agreement, amongst
other things, the Company loaned Mr. Neil $300,000, interest free, structured
as an IRS Relocation Loan.
The Company rents certain premises in Southbridge, Massachusetts from a
company owned by Mr. Maurice Cunniffe, a Director of the Company. Rents
payable under the terms of the rental agreement during fiscal 2000 amounted to
approximately $579,000.
RELATIONSHIP WITH
INDEPENDENT ACCOUNTANTS
Effective November 10, 1999 the Company elected not to extend the
engagement of Ernst & Young LLP as the Company's independent accountants. The
decision to change independent accountants was approved by the Board of
Directors upon recommendation of the Audit Committee. The firm of
PricewaterhouseCoopers LLP was selected as the Company's new independent
accountants effective November 10, 1999 and served as the Company's
independent accountants for the fiscal year ended March 31, 2000. The Board of
Directors, upon the recommendation of the Audit Committee, has selected
PricewaterhouseCoopers LLP as the Company's independent accountants for the
fiscal year ending March 31, 2001.
The reports of Ernst & Young LLP on the Company's consolidated financial
statements for the fiscal years ended March 31, 1999 and 1998 did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. In addition, during
fiscal years 1999 and 1998, there were no disageements with Ernst & Young LLP
on any matter of accounting priciples or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Ernst & Young LLP would have caused them to
make reference to such matter in their report. Further, during fiscal years
1999 and 1998, and through the engagement of PricewaterhouseCoopers LLP, the
Company did not consult with PricewaterhouseCoopers LLP on items which (1)
were or should have been subject to SAS 50 or (2) concerned the subject matter
of a disagreement or reportable event with the former auditor (as described in
Item 304 (a) (2) of Regulation S-K).
A representative of PricewaterhouseCoopers LLP will be in attendance at the
fiscal 2000 Annual Meeting, will have an opportunity to make a statement if
such representative desires to do so, and will be available to respond to
appropriate questions.
STOCKHOLDERS' PROPOSALS FOR THE
2001 ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 2001 Annual
Meeting of Stockholders must be received at the Company's principal offices,
2420 Sand Hill Road, Suite 200, Menlo Park, California 94025, Attention:
Secretary, for inclusion in the Company's Proxy Statement and form of proxy
relating to that Annual Meeting no later than March 2, 2001. Proposals, as
well as any questions related thereto, should be submitted in writing to the
Secretary of the Company. Proposals may be included in the proxy statement for
the 2001 Annual Meeting if they comply with certain rules and regulations
promulgated by the U.S. Securities and Exchange
15
<PAGE>
Commission and with certain procedures described in the Company's By-Laws, a
copy of which may be obtained from the Secretary of the Company.
Any shareholder proposal submitted with respect to the Company's fiscal
year 2001 annual meeting of shareholders, which proposal is submitted outside
the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, will
be considered untimely if notice thereof is received by the Company after May
16, 2001; provided, however, that in the event that the fiscal year 2001
annual meeting is scheduled to be held on a date more than thirty (30) days
prior to or delayed by more than sixty (60) days after the date of the
anniversary of the fiscal year 2000 annual meeting, notice by the stockholder
in order to be timely must be received not later than the later of the close
of business ninety (90) days prior to such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made.
EXPENSES OF SOLICITATION
The solicitation of proxies in the form enclosed is made on behalf of the
Board of Directors of the Company. All expenses relating to the solicitation
will be borne by the Company. In addition to the solicitation of proxies by
use of the mails, some of the officers, directors and regular employees of the
Company and its subsidiaries, none of whom will receive additional
compensation therefor, may solicit proxies in person or by telephone,
telegraph or other means. As is customary, the Company will, upon request,
reimburse brokerage firms, banks, trustees, nominees and other persons for
their out-of-pocket expenses in forwarding proxy materials to their
principals.
OTHER MATTERS
The persons named in the enclosed form of proxy have no intention of
bringing before the meeting for action any matter other than as specifically
referred to above, nor has management or the Board of Directors any such
intention, and none of such persons, management or the Board of Directors is
aware of any matters which may be presented by others. If any such business
should properly come before the meeting, the persons named in the form of
proxy intend to vote thereon in accordance with their best judgment.
16
<PAGE>
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
The directors, executive officers and ten percent stockholders of the
Company are required to file reports of their ownership of the Company's
Common Stock with the Securities and Exchange Commission and the New York
Stock Exchange pursuant to Section 16(a) of the Securities Exchange Act of
1934. To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no
other reports were required, all of such reporting requirements were satisfied
during fiscal 2000.
The Company will furnish, without charge, to each person whose proxy is
being solicited, upon written request, a copy of its Annual Report on Form 10-
K for the fiscal year ended March 31, 2000, as filed with the Securities and
Exchange Commission (including financial statements and financial statement
schedules but excluding exhibits). Copies of any exhibits thereto also will be
furnished upon the payment of a reasonable duplicating charge. Requests in
writing for copies of any such materials should be directed to Sola
International Inc., 2420 Sand Hill Road, Suite 200, Menlo Park, California
94025, Attention: Investor Relations.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
By order of the Board of Directors,
Steven M. Neil
Secretary
Menlo Park, California
June 30, 2000
A copy of the Company's Annual Report for the fiscal year ended March 31,
2000, including financial statements, accompanies this Proxy Statement. The
Annual Report is not to be regarded as proxy soliciting material or as a
communication by means of which any solicitation is to be made.
17
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
Page Number or
Incorporation by
Exhibit Description Reference to
------- ---------------------------------------------- -----------------------
<C> <C> <S>
A Letter from Ernst & Young LLP Filed as Exhibit 16 to
To the Securities and Exchange Commission Form 8-K dated November
Pursuant to the requirements of Item 304(a)(3) 10, 1999 and
of Regulation S-K. incorporated herein by
reference.
</TABLE>
18
<PAGE>
IMPORTANT INFORMATION
SOLA INTERNATIONAL INC.
2000 ANNUAL MEETING
Sola International Inc.'s Annual Meeting of
Stockholders will be held at the Quadrus
Conference Center, 2400 Sand Hill Road, Menlo
Park, California 94025 on Friday, August 18,
2000, at 10:00 a.m. (local time).
<PAGE>
PROXY
SOLA INTERNATIONAL INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF SOLA INTERNATIONAL INC. FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON AUGUST 18, 2000
The undersigned hereby appoints Jeremy C. Bishop, James H. Cox and Steven
M. Neil, and each of them, as attorneys and proxies with full power of
substitution, to vote for and on behalf of the undersigned all shares of common
stock of Sola International Inc. held of record by the undersigned on June 19,
2000, at the Sola International Inc. Annual Meeting of Stockholders to be held
on August 18, 2000 and at any adjournment thereof, upon the following matters
and upon any other business that may properly come before the meeting, as set
forth in the related Notice of Annual Meeting and Proxy Statement, both of which
have been received by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREOWNER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES.
Please indicate your vote for the election of directors on the other side.
The nominees for director are: (01) Jeremy C. Bishop, (02) Maurice J. Cunniffe,
(03) Douglas D. Danforth, (04) A. William Hamill, (05) Hamish Maxwell, (06)
Irving S. Shapiro and (07) Jackson L. Schultz.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
[X] Please mark
votes as in
this example.
The Board of Directors recommends a vote "For All Nominees" on proposal 1.
1. Election of Directors.
Nominees: (01) Jeremy C. Bishop,(02) Maurice J. Cunniffe,
(03) Douglas D. Danforth, (04) A. William Hamill, (05) Hamish Maxwell,
(06) Irving S. Shapiro and (07) Jackson L. Schultz
FOR [_] [_] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[_] --------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE [_]
AT LEFT
Please sign this proxy and return it
promptly whether or not you expect to
attend. Give full title if an attorney,
executor, administrator, trustee, guardian,
etc. If a corporation, please sign in full
corporate name by authorized officer. If a
partnership, please sign in partnership name
by authorized person. For an account in the
name of two or more persons, each should
sign, or if one signs, he or she should
attach evidence of authority.
Signature:______________ Date:________ Signature:______________ Date:________
