<PAGE> 1
SUPER VISION INTERNATIONAL, INC.
8210 PRESIDENTS DRIVE
ORLANDO, FLORIDA 32809
PROXY STATEMENT
RELATING TO THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD JUNE 20, 2000
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] 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 ss.240.14a-11(c) or ss.240.14a-12
SUPER VISION INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class 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 0-11:1 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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<PAGE> 2
SUPER VISION INTERNATIONAL, INC. BRETT KINGSTONE
8210 PRESIDENTS DRIVE CHAIRMAN OF THE BOARD,
ORLANDO, FLORIDA 32809 PRESIDENT AND
CHIEF EXECUTIVE OFFICER
May 15, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Super Vision International, Inc. The Annual Meeting will be held at the
principal executive offices of Super Vision International, Inc. at 8210
Presidents Drive, Orlando, Florida 32809, on Tuesday, the 20th day of June,
2000, at 10:30 a.m. Eastern Time, and thereafter as it may from time to time be
adjourned.
Details of the business to be conducted at the Annual Meeting are
given in the attached Notice of Annual Meeting and Proxy Statement.
YOUR VOTE IS IMPORTANT. Whether or not you attend the Annual Meeting,
please complete, sign, date and promptly return the enclosed proxy card in the
enclosed postage-paid envelope. If you decide to attend the Annual Meeting and
vote in person, you may do so.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Brett Kingstone
----------------------------------------
Brett Kingstone
<PAGE> 3
SUPER VISION INTERNATIONAL, INC.
===============================================================================
NOTICE OF
2000 ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
------------------------------------------
DATE: JUNE 20, 2000
TIME: 10:30 A.M.
PLACE: SUPER VISION INTERNATIONAL INC.
8210 PRESIDENTS DRIVE
ORLANDO, FLORIDA 32809
------------------------------------------
Dear Stockholders:
At our Annual Meeting, we will ask you to:
o Elect six directors to the Board of Directors;
o Ratify the selection of Ernst & Young, LLP as independent
auditors for 2000; and
o Transact any other business that may properly be presented at
the Annual Meeting.
RECORD DATE
If you were a stockholder of record at the close of business on May
12, 2000, you are entitled to notice of and to vote at the Annual Meeting. A
list of stockholders entitled to vote at the meeting will be available during
business hours for ten days prior to the Annual Meeting at our offices, 8210
Presidents Drive, Orlando, Florida 32809, for examination by any stockholder
for any purpose germane to the meeting.
PROOF OF OWNERSHIP
Attendance at the Annual Meeting will be limited to stockholders of
record or their authorized representative by proxy. If your shares are held
through an intermediary, such as a bank or broker, you must present proof of
your ownership of Super Vision shares at the Annual Meeting. Proof of ownership
could include a proxy from the intermediary or a copy of your account
statement, which confirms your beneficial ownership of Super Vision shares.
By order of the Board of Directors,
/s/ Brett Kingstone
----------------------------------------
Brett Kingstone
Chairman of the Board, President and
Chief Executive Officer
May 15, 2000
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<PAGE> 4
TABLE OF CONTENTS
PAGE
----
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING..............................5
Why Did You Send Me this Proxy Statement?.................................5
How Many Votes Do I Have?.................................................5
How Do I Vote by Proxy?...................................................5
May I Revoke My Proxy?....................................................5
How Do I Vote in Person?..................................................6
What Vote Is Required to Approve Each Proposal?...........................6
Is Voting Confidential?...................................................6
What Are the Costs of Soliciting the Proxies?.............................6
How Can I Obtain an Annual Report on Form 10-KSB?.........................7
INFORMATION ABOUT SUPER VISION INTERNATIONAL, INC. COMMON STOCK OWNERSHIP....7
How Much Stock is Owned By Directors, Executive Officers and At Least
5% Stockholders?....................................................7
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS...........................8
The Board of Directors....................................................8
The Committees of the Board...............................................9
How Do We Compensate Directors............................................9
The Executive Officers...................................................10
Did Directors, Executive Officers and Greater-Than-10% Stockholders
Comply with Section 16(a) Beneficial Ownership Reporting in 1999?..10
How Do We Compensate Our Executive Officers.............................10
SUMMARY COMPENSATION TABLE..................................................11
AGGREGATE OPTION EXERCISES DURING 1999 AND YEAR-END OPTION VALUES...........11
1994 STOCK OPTION PLAN......................................................12
ARRANGEMENTS WITH OFFICERS AND DIRECTORS....................................12
Proposal 1: Elect Six Directors.........................................13
Proposal 2: Ratify Selection of Independent Auditors for 2000...........15
OTHER MATTERS...............................................................15
INFORMATION ABOUT STOCKHOLDER PROPOSALS.....................................15
Proxy for 2000 Annual Meeting of Stockholders............................17
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<PAGE> 5
PROXY STATEMENT FOR THE
SUPER VISION INTERNATIONAL, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
The Board of Directors of Super Vision International, Inc. sent you
this Proxy Statement and the enclosed proxy card because the Board is
soliciting your proxy to vote at the 2000 Annual Meeting of Stockholders. This
Proxy Statement summarizes the information you need to know to vote
intelligently at the Annual Meeting. However, you do not need to attend the
Annual Meeting to vote your shares. Instead, you may simply complete, sign and
return the enclosed proxy card.
We will begin sending this Proxy Statement, the attached Notice of
Annual Meeting and the enclosed proxy card on or about May 15, 2000 to all
stockholders entitled to vote. Stockholders who owned Super Vision
International common stock at the close of business on May 12, 2000 are
entitled to vote. Effective May 1, 2000, there were 2,059,302 shares of Super
Vision Class A common stock and 483,264 shares of Super Vision Class B common
stock outstanding. Common stock (including both Class A and Class B) is our
only class of voting stock.
HOW MANY VOTES DO I HAVE?
Each share of Class A common stock that you own entitles you to one
vote for each matter to be acted upon at the Annual Meeting. Each share of
Class B common stock that you own entitles you to five votes for each matter to
be acted upon at the Annual Meeting. The proxy card enclosed herewith indicates
the number of Super Vision shares of each class of common stock that you own.
HOW DO I VOTE BY PROXY?
Whether you plan to attend the Annual Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in
the envelope provided. Returning the proxy card will not affect your right to
attend the Annual Meeting and vote.
If you properly fill in your proxy card and send it to us in time to
vote, your "proxy" (one of the individuals named on your proxy card) will vote
your shares as you have directed. If you sign the proxy card but do not make
specific choices, your proxy will vote your shares as recommended by the Board
of Directors, as follows:
o "FOR" the election of all six nominees for director; and
o "FOR" the ratification of Ernst & Young, LLP as independent
auditors for 2000.
If any other matter is presented, your proxy will vote in accordance
with his or her best judgment. At the time this Proxy Statement went to press,
we knew of no matters which needed to be acted on at the Annual Meeting, other
than those discussed in this Proxy Statement.
MAY I REVOKE MY PROXY?
If you give a proxy, you may revoke it at any time before it is
exercised. You may revoke your proxy in any one of three ways:
o You may send in another proxy with a later date;
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<PAGE> 6
o You may notify Super Vision's Secretary in writing before the
Annual Meeting that you have revoked your proxy; or
o You may vote in person at the Annual Meeting.
HOW DO I VOTE IN PERSON?
If you plan to attend the Annual Meeting and vote in person, we will
give you a ballot when you arrive. However, if your shares are held in the name
of your broker, bank or other nominee, you must bring an account statement or
letter from the nominee indicating that you were the beneficial owner of the
shares on May 12, 2000, the record date for voting.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
PROPOSAL 1: ELECT SIX DIRECTORS The six nominees for director who receive
the most votes (a "plurality" as required
by Delaware law) will be elected. So, if
you do not vote for a particular nominee,
or you indicate "withhold authority to
vote" for a particular nominee on your
proxy card, your vote will not count either
"for" or "against" the nominee. A "broker
non-vote" (i.e., when a broker does not
have authority to vote on a specific issue)
will also have no effect on the outcome
since only a plurality of votes actually
cast is required to elect a director.
PROPOSAL 2: The affirmative vote of a majority of the
RATIFY SELECTION OF AUDITORS shares present in person or by proxy at the
Annual Meeting is required to ratify the
selection of independent auditors. Shares
represented by proxy which are marked
"abstain" will have the effect of a vote
against Proposal 2. A broker non-vote will
not have the effect of a vote against
Proposal 2, since broker non-votes are
considered "not entitled to vote" on that
matter.
QUORUM; THE EFFECT OF A majority of the outstanding shares of
BROKER NON-VOTES AND ABSTENTIONS Class A and Class B common stock
represented in person or by proxy will
constitute a quorum. Your broker is not
entitled to vote on a proposal unless it
receives instructions from you. Even if
your broker does not vote your shares on a
proposal, such broker non-votes will count
as shares present for purposes of
determining the presence or absence of a
quorum for the transaction of business.
Similarly, abstentions are also counted for
determining if a quorum is present.
IS VOTING CONFIDENTIAL?
As a matter of policy, proxies, ballots and voting tabulations that
identify individual stockholders are held confidential by Super Vision. That
information is available for examination only by the inspectors of election who
are employees appointed to tabulate the votes. The identity of the vote of any
stockholder is not disclosed except as may be necessary to meet legal
requirements.
WHAT ARE THE COSTS OF SOLICITING THE PROXIES?
Super Vision pays the cost of preparing, assembling and mailing this
proxy-soliciting material. In addition to the use of the mail, proxies may be
solicited personally, by telephone or telegraph, or by Super Vision officers
and employees without additional compensation. Super Vision pays all costs of
solicitation, including certain expenses of brokers and nominees who mail proxy
material to their customers or principals.
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<PAGE> 7
HOW CAN I OBTAIN AN ANNUAL REPORT ON FORM 10-KSB?
The 1999 Form 10-KSB was filed with the Securities and Exchange
Commission on or about March 29, 2000. If you would like a copy of the Annual
Report (including financial statements, but without exhibits), without charge,
please write to:
Corporate Secretary
Super Vision International, Inc.
8210 Presidents Drive
Orlando, Florida 32809
INFORMATION ABOUT SUPER VISION INTERNATIONAL, INC. COMMON STOCK OWNERSHIP
HOW MUCH STOCK IS OWNED BY DIRECTORS, EXECUTIVE OFFICERS AND AT LEAST 5%
STOCKHOLDERS?
The following table shows, as of May 1, 2000, (a) all persons we know
to be "beneficial owners" of more than five percent of the outstanding common
stock of Super Vision, and (b) the common stock owned beneficially by Super
Vision directors and named executive officers and all executive officers and
directors as a group. Each person has sole voting and sole investment power
with respect to the shares shown, except as noted.
<TABLE>
<CAPTION>
Shares Beneficially Owned
----------------------------------------------------------------------
Number Percent Ownership
----------------------- ----------------------- Total
Class A Class B Class A Class B Voting Power
------- ------- ------- ------- ------------
<S> <C> <C> <C> <C> <C>
Brett M. Kingstone(3)................... 335,387 483,264 16.29% 100% 61.48%
Kingstone Family Ltd Partnership II (4). 291,387 483,264 14.15% 100% 60.50%
Edgar Protiva(5)........................ 12,498 * * * *
Eric Protiva(5)......................... 12,498 * * * *
Brian McCann(6)......................... 10,000 * * * *
Anthony Castor III(6)(7)................ 9,000 * * * *
Fritz Zeck (6).......................... 6,000 * * * *
Hayward Industries, Inc.(8)............. 349,272 * 16.96% * 7.80%
Cooper Lighting, Inc. (9)............... 250,369 * 12.16% * 5.59%
All executive officers and
directors as a group (seven
persons) (10)......................... 385,383 483,264 18.71% 100% 62.60%
</TABLE>
- ---------------------
* Represents a percentage of beneficial ownership that is less than 1%.
(1) Unless otherwise stated, the address for all persons listed above is
Super Vision International, Inc., 8210 Presidents Drive, Orlando, Florida
32809.
(2) "Beneficial ownership" is a technical term broadly defined by the
Securities and Exchange Commission to mean more than ownership in the
usual sense. For example, you "beneficially" own Super Vision common
stock not only if you hold it directly, but also if you indirectly
(through a relationship, a position as a director or trustee, or a
contract or understanding) have or share the power to vote the stock, or
to sell it, or if you have the right to acquire it within 60 days. The
percent of shares beneficially owned as of May 1, 2000 was calculated
based upon 2,542,566 outstanding shares, consisting of 2,059,302 shares
of Class A and 483,264 shares of Class B common stock outstanding.
- 7 -
<PAGE> 8
(3) This amount includes the following shares owned by the Kingstone Family
Limited Partnership II, of which Mr. Kingstone controls and is the
general partner: (i) 483,264 shares of Class B common stock; and (ii)
289,187 shares of Class A common stock that may be acquired upon the
exercise of warrants that were exercisable as of (or will become
exercisable within 60 days after) May 1, 2000.
(4) Kingstone Family Limited Partnership II (KFLPII) was formed in 1998 by
Mr. Kingstone, and he is the general partner. KFLPII has granted Hayward
Industries, Inc. an option to purchase up to 28,918 shares of Class A
common stock that may be acquired upon exercise of the KFLPII warrants to
purchase 289,187 shares of Class A common stock. These warrants granted
to Hayward will vest only if the KFLPII fully or partially exercises the
option to purchase 289,187 shares of Class A common stock. Similarly,
KFLPII has granted Cooper Lighting, Inc. an option to purchase up to
28,918 shares of Class A common stock that may be exercised upon exercise
of the KFLPII warrants to purchase 289,187 shares of Class A common
stock. These warrants granted to Cooper will vest only if the KFLPII
fully or partially exercises the option to purchase the 289,187 shares of
Class A common stock.
(5) This amount includes 1,498 shares of Class A common stock. The balance of
11,000 shares of Class A common stock may be acquired upon the exercise
of options granted for serving as a director of the Company that were
exercisable as of May 1, 2000, or that will become exercisable within 60
days after May 1, 2000.
(6) All of these shares consist of Class A common stock, and all may be
acquired upon the exercise of options granted for serving as a director
of the Company that were exercisable as of May 1, 2000, or that will
become exercisable within 60 days after May 1, 2000.
(7) This amount does not include shares of Class A common stock beneficially
owned by Hayward Industries, Inc. Mr. Castor previously served as the
President and Chief Executive Officer of Hayward Industries, Inc.
(8) The address of Hayward Industries, Inc. is 900 Fairmont Avenue,
Elizabeth, New Jersey 07207. This amount represents shares of Class A
common stock, and also includes 99,792 warrants to purchase Class A
common stock that were exercisable as of May 1, 2000, or that will become
exercisable within 60 days after May 1, 2000. However, this amount does
not include (a) warrants to purchase up to 149,688 shares of Class A
common stock at $8.02 per share, subject to the satisfaction of certain
contingencies set forth in a distributorship agreement with Super Vision,
and (b) up to 28,918 shares that maybe acquired upon exercise of the
options owned by Hayward Industries described in footnote (4) above.
(9) The address of Cooper Industries, Inc. is 400 Busse Road, Elk Grove
Village, Illinois 60007-2195. This amount represents shares of Class A
common stock, but does not include (a) warrants to purchase up to 250,369
shares of Class A common stock at $8.02 per share, subject to the
satisfaction of certain contingencies set forth in a distributorship
agreement with Super Vision, and (b) up to 28,918 shares that may be
acquired upon exercise of the options owned by Cooper Lighting Inc., in
footnote (4) above.
(10) This amount includes shares that may be acquired upon exercise of options
and warrants held by directors and executive officers of Super Vision
that were exercisable as of May 1, 2000, or that will become exercisable
within 60 days after May 1, 2000. This amount does not include an
aggregate of 20,000 shares that may be acquired upon exercise of options
held by executive officers of Super Vision which are not exercisable
during the next 60 days.
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
THE BOARD OF DIRECTORS
The Board of Directors oversees the business and affairs of Super
Vision and monitors the performance of management. In accordance with corporate
governance principles, the Board of Directors does not involve itself in
day-to-day operations. The directors keep themselves informed through
discussions with the Chairman of the Board, other key executives and our
principal external advisors (legal counsel, outside auditors and other
consultants), by reading reports and other materials that we send to them and
by participating in Board and committee meetings.
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<PAGE> 9
The Board met three times during fiscal year 1999 and acted by
unanimous consent three times. Attendance at the Board and committee meetings
was at least 75% for each director.
THE COMMITTEES OF THE BOARD
The Board had two permanent committees in fiscal year 1999: the Audit
Committee and the Stock Option Committee. There is no compensation or nominating
committee.
THE AUDIT COMMITTEE The Audit Committee reviews and approves the audit
reports rendered by the Company's independent
auditors and reviews the effectiveness of Super
Vision's internal accounting methods and procedures.
The Audit Committee reports to the Board of
Directors about such matters and recommends the
selection of independent auditors. For fiscal year
1999, Messrs. Edgar Protiva and Anthony Castor
served as members of the Audit Committee. The Audit
Committee met one time during fiscal year 1999.
THE STOCK OPTION COMMITTEE The Stock Option Committee administers Super
Vision's 1994 Stock Option Plan. For fiscal year
1999, Messrs. Edgar Protiva and Eric Protiva served
as members of the Stock Option Committee. The Stock
Option Committee met one time and took action by
written consent seven times during fiscal year 1999.
HOW DO WE COMPENSATE OUR DIRECTORS?
MEETING FEES We compensate directors who are not employees of
AND EXPENSES Super Vision with a fee of approximately $500 for
each Board and committee meeting. We reimburse all
directors for travel and other related expenses
incurred in attending stockholder, Board and
committee meetings. We do not compensate our
employees for service as a director. We do, however,
reimburse them for travel and other related
expenses.
STOCK AWARDS During fiscal year 1999, pursuant to the 1994 Stock
Option Plan, we granted options to purchase 1,000
shares of Class A common stock to Messrs. Eric
Protiva, Edgar Protiva, Brian McCann, Anthony
Castor, and Fritz Zeck, all directors of Super
Vision. The options were granted on May 10, 1999 at
an exercise price of $5.16 and vested on November
10, 1999.
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<PAGE> 10
THE EXECUTIVE OFFICERS
Except for Mr. Larry Calise, whose biography is provided below, the
biographies of Super Vision's directors, are included under "Proposal 1: Elect
Six Directors," below at pages 13 through 14.
LARRY CALISE Mr. Calise was hired in February 2000 as the
Chief Financial Officer Company's Chief Financial Officer. Prior to this he
Age 41 served as Vice President of Finance for nStor
Corporation, a manufacturer of information storage
and Raid solutions. From 1986 through 1996, he held
positions of Controller, VP and Corporate
Controller, and VP Finance and Administration for
Philip Crosby Associates, which was later acquired
by Alexander Proudfoot PLC, a multinational
management consulting firm specializing in
productivity and quality management. From 1982 to
1986, Mr. Calise was an Audit Supervisor for the CPA
firm PricewaterhouseCooper's LLP.
DID DIRECTORS, EXECUTIVE OFFICERS AND GREATER-THAN-10% STOCKHOLDERS COMPLY WITH
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING IN 1999?
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and greater-than-10% stockholders to file reports
with the Securities and Exchange Commission on changes in their beneficial
ownership of Super Vision common stock and to provide Super Vision with copies
of the reports. Based solely on our review of these reports and of
certifications furnished to us, we believe that all of these reporting persons
complied with their filing requirements for fiscal year 1999 except as follows:
Mr. Kingstone failed to file a Form 4 reporting a change in beneficial ownership
of shares of common stock from direct to indirect as a result of a transfer to
the Kingstone Family Limited Partnership II in June 1998 until he filed a Form 5
in April 2000; Mr. Kingstone failed to file Form 4s reporting the indirect grant
of options to acquire common stock to Hayward Industries, Inc. in March 1999 and
to Cooper Lighting, Inc. in November 1998 until he filed a From 5 in April 2000;
Kingstone Family Limited Partnership II failed to file a Form 3 reporting its
direct ownership of shares of common stock in June 1998 until it filed a Form 5
in April 2000; and Kingstone Family Limited Partnership II failed to file Form
4s reporting the direct grant of options to acquire common stock to Hayward
Industries, Inc. in March 1999 and to Cooper Lighting, Inc. in November 1998
until it filed a Form 5 in April 2000.
HOW DO WE COMPENSATE OUR EXECUTIVE OFFICERS?
The tables below show salaries and bonuses paid during the last three
years, options granted in fiscal year 1999 and aggregate options exercised in
fiscal year 1999 for our Chief Executive Officer. Super Vision did not have any
other executive officers or other employees serving at the end of fiscal 1999
whose total annual salary and bonus exceeded $100,000.
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<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Annual compensation compensation awards
------------------------------- --------------------------------------------------
Options LTIP All other
Year Salary Bonus # of Shares Payouts Compensation(1)
---- -------- -------- ----------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Brett M. Kingstone(2) 1999 $127,154 $ 258 -- -- $ 15,822
1998 $129,846 -- -- -- $ 15,473
1997 $ 97,504 $ 25,137 64,000 -- $ 17,019
</TABLE>
- ----------
(1) Represents a monthly allowance of $1,000 to include automobile and other
related expenses as well as vested portion of Super Vision's 401(k) plan
employer match.
(2) Mr. Kingstone is the President and Chief Executive Office of Super Vision
International, Inc., and the Chairman of its Board of Directors.
Employment Agreements
In January 1994, the Company entered into a three-year employment
agreement with Brett Kingstone, Chairman of the Board, Chief Executive Officer
and President of the Company. The agreement with Mr. Kingstone is renewable
automatically for successive one year terms and provides for a base annual
salary (subject to annual increases and bonuses at the discretion of the Board
of Directors) and a monthly automobile allowance of $1,000.
In the event of termination of Mr. Kingstone's agreement by the Company
other than for cause, the Company has agreed to pay him severance in an amount
equal to the annual base salary in effect for the balance of the term of the
agreement plus six months. The agreement contains confidentiality and
non-competition provisions.
The Company has no other employment agreements with its employees,
although all employees sign confidentiality and non-competition agreements.
AGGREGATE OPTION EXERCISES DURING FISCAL YEAR 1999 AND YEAR-END OPTION VALUES
None of the options held by the executive officers listed in the
"Summary Compensation Table" above were exercised in fiscal year 1999. The
following table shows information about the value of unexercised stock options
at December 31, 1999 for the executive officer listed below.
<TABLE>
<CAPTION>
Number of Securities Under- Value of Unexercised In-
lying Unexercised Options the-Money Options at
at December 31, 1999 December 31, 1999(1)
---------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Brett M. Kingstone.... 44,000 20,000 -- --
</TABLE>
- ----------
(1) The dollar values of any In -the-Money Options would be calculated by
determining the difference between $6.00 per share, the closing bid price
of common stock on December 31, 1999, and the exercise price of the stock
options. "In-the-Money" stock options are options for which the exercise
price is less than the market price of the underlying stock on a
particular date.
- 11 -
<PAGE> 12
1994 STOCK OPTION PLAN
Super Vision's employees, officers, directors and consultants or
advisers are eligible to receive incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, or non-qualified
stock options. The plan, which expires in January 2004, is administered by the
Stock Option Committee of the Board of Directors. The purposes of the plan are
to ensure the retention of existing executive personnel, key employees,
directors, consultants and advisors who are expected to contribute to the future
growth and success of Super Vision and to provide additional incentive by
permitting such individuals to participate in the ownership of Super Vision. The
criteria utilized by the committee in granting options pursuant to the plan are
consistent with these purposes.
Options granted under the Plan may be either incentive options or
non-qualified options. Incentive options granted under the Plan are exercisable
for a period of up to 10 years from the date of grant. No options may be granted
under the plan after January 2004. Options may be granted only to such
employees, officers, directors, consultants and advisors as the committee shall
select from time to time in its sole discretion, but only employees of Super
Vision shall be eligible to receive incentive options.
An optionee may be granted more than one option under the plan. The
committee will, in its discretion, determine (subject to the terms of the plan)
who will be granted options, the time or times at which options shall be
granted, the number of shares subject to each option, whether the options are
incentive options or non-qualified options, and the manner in which options may
be exercised. In making such determination, consideration may be given to the
value of the services rendered by the respective individuals, their present and
potential contribution to the success of Super Vision and such other factors
deemed relevant in accomplishing the purpose of the plan.
The Plan may be amended or terminated by the Board of Directors at any
time. Any amendment which would increase the aggregate number of shares of Class
A common stock as to which options may be granted under the plan, materially
increase the benefits under the plan, or modify the class of persons eligible to
receive options under the plan shall be subject to the approval of the
stockholders of Super Vision. No amendment or termination may adversely affect
any outstanding option without the written consent of the optionee.
ARRANGEMENTS WITH OFFICERS AND DIRECTORS
Prior to September 1996, Super Vision's executive offices and
production facilities were located in Orlando, Florida in approximately 17,000
square feet of leased space. Max King Realty, an entity controlled by Mr.
Kingstone, owned the building, which housed Super Vision's executive offices. On
September 27, 1996, Super Vision entered into a lease agreement with Max King
Realty for new warehouse and office space. The new space consists of
approximately 70,000 square feet that Super Vision began occupying on August 15,
1997. The lease term expires in June 2012. Rental payments in 1999 amounted to
approximately $553,095.
On September 25, 1996, the Company entered into a Stock Purchase
Agreement and a Distributorship Agreement with Hayward Industries, Inc
[Hayward]. Under the terms of the Distributorship Agreement as amended in
January 10, 2000, Hayward acts as the exclusive, worldwide distributor for Super
Vision in the pool, spa and hot tub market. Under the terms of the Stock
Purchase Agreement, Hayward purchased 249,480 shares of Super Vision's Class A
common stock from Super Vision, at a price of $8.02 per share. In addition,
Super Vision granted warrants for the purchase of up to 249,480 additional
shares, at an exercise price of $8.02 per share. Vesting of the warrants is tied
to achievement of minimum purchase commitments contained in the Distributorship
Agreement. The warrants have a 10-year life and expire September 25, 2006. As of
December 31, 1999, total vested warrants related to Hayward's achievement of
minimum purchase commitments were 99,792.
Super Vision has granted Hayward rights of first refusal to acquire any
securities proposed to be sold by Super Vision to competitors of Hayward. Super
Vision has granted Hayward certain registration rights with respect to the
shares of common stock acquired under the Stock Purchase Agreement and shares
issuable upon exercise of
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<PAGE> 13
the warrants described above under the Securities Act of 1933, as amended.
Hayward also has the right to designate one director to Super Vision's Board of
Directors, but has not designated a director as of this time.
On November 23, 1998, Super Vision entered into a Stock Purchase
Agreement with Cooper Lighting, Inc., a subsidiary of Cooper Industries, Inc
[Cooper]. (a New York Stock Exchange company trading under the symbol "CBE"),
pursuant to which Super Vision sold to Cooper 250,369 shares of its Class A
common stock for a purchase price of $2,000,000. In addition, Super Vision
entered into a Distributorship Agreement with Cooper Lighting Inc. and Cooper
Industries (Canada), Inc., another subsidiary of Cooper Industries, Inc.,
collectively, pursuant to which Cooper Lighting, Inc. and Cooper Canada were
granted the exclusive distribution rights in the United States and Canada to
Super Vision's fiber optic products in the commercial, residential, industrial,
institutional and public transportation markets, including, but not limited to,
any and all lighting applications in or related to architectural lighting,
accent lighting, down lighting, display cases, landscaping, confinement,
explosion-proof, clean rooms, traffic signals, signage, outdoor area and
emergency/exit lighting. In consideration for these rights, Cooper Lighting,
Inc. and Cooper Industries (Canada), Inc., have agreed collectively, in
accordance with the terms of the Distributorship Agreement, to purchase up to
$47,000,000 of Super Vision's products through December 31, 2003, with the
possibility for renewal after such period.
Cooper was also granted a ten year warrant to purchase an additional
250,369 shares of Class A common stock of Super Vision at $8.02 per share.
Vesting of the warrant is tied to achievement of annual minimum purchase
commitments in accordance with the terms of the Distributor Agreement. Cooper
was granted registration rights with respect to the shares of Class A common
stock sold pursuant to the Stock Purchase Agreement and the shares of Class A
common stock issuable upon exercise of the warrants. Cooper Lighting, Inc., also
has the right to designate one director to Super Vision's Board of Directors,
and in January 1999, Cooper Lighting, Inc., appointed Fritz Zeck to the Board of
Directors of Super Vision. For more information about Mr. Zeck, see "Proposal 1:
Elect Six Directors", below at pages 13 to 14.
PROPOSAL 1: ELECT SIX DIRECTORS
The Board has nominated six directors for election at the Annual
Meeting to serve until the 2001 Annual Meeting of Stockholders, or until their
successors are elected and qualified. All nominees are currently directors of
Super Vision.
If any of the nominees should become unavailable, your shares will be
voted for a Board-approved substitute, or the Board may reduce the number of
directors to be elected. If any director resigns, dies or is otherwise unable to
serve out his term, or the Board increases the number of directors, the Board
may fill the vacancy until the next annual meeting.
NOMINEES
<TABLE>
<S> <C>
BRETT M. KINGSTONE Mr. Kingstone has been Chairman of the Board, Chief Executive
Chief Executive Officer, President and Officer and President of Super Vision since July 1999. From
Chairman of Board of Directors November 1997 to July 1999 Mr. Kingstone served as Chairman and
Age 40 Chief Executive Officer. From the Company's inception to
November 1997 he was Chairman, Chief Executive Officer and
President. From October 1985 until January 1991, Mr. Kingstone
served as an independent consultant in the area of fiber optic
technology. Prior to that, from December 1988 until October 1989, he
served as President of Fibermedia Corporation in Boulder, Colorado.
From January 1984 to August 1985, he was a partner in Kingstone
Prato, Inc., a venture capital partnership in Boulder, Colorado.
From August 1981 through December 1983, he served as Vice President
of Sales of Gekee Fiber Optics, Inc. in Palo Alto, California. Mr.
Kingstone is a graduate of Stanford University and the author of two
books -
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C>
The Student Entrepreneur's Guide (McGraw-Hill) and The Dynamos (John
Wiley & Sons; Koksaido Press).
EDGAR PROTIVA Mr. Protiva became a director of Super Vision in March 1994.
Director From 1980 to present, Mr. Protiva has been engaged in merchant
Age 60 banking with K.C.L. Associates. Mr. Protiva is the brother of
Eric Protiva, another director of the Company.
ERIC V. PROTIVA Mr. Protiva became a director of Super Vision in March 1994.
Director From 1982 to present Mr. Protiva has been the Chief Executive
Age 64 Officer of AMS Electronic GmbH, an entity headquartered in
Munich, Germany which he founded in 1982. AMS Electronic GmbH
changed its name in 1999 and is now known as EGORA Holding
GmbH. EGORA Holding GmbH, together with its majority-owned
subsidiaries, is engaged in the electronic and fiber optics
components and systems business in Europe. Mr. Protiva also
serves as director of ADVA Optical Networking AG. Mr. Protiva
is the brother of Edgar Protiva, another director of the Company.
BRIAN MCCANN Mr. McCann became a director of Super Vision in October 1995.
Director From February 1998 until present, Mr. McCann has served as the
Age 34 President of ADVA Optical Networking, Inc., which provides
optical networking solutions for computer operating systems. From
1996 to 1998, Mr. McCann was the Vice President of North American
Business Development for ADVA GmbH Optical Solutions of Munich,
Germany. From 1987 to 1996, Mr. McCann has held successive positions
as Director of Sales and Marketing and Product Manager for 3M
Specialty Optical Fibers.
ANTHONY T. CASTOR III Mr. Castor became a director of Super Vision in September 1996.
Director Since January 2000, Mr. Castor has served as President and Chief
Age 48 Executive Officer of the Morgan Group, a specialty transportation
company. Mr. Castor also serves as a director for the Morgan Group,
Inc. From January 1998 until December 1999, Mr. Castor has served as
President and Chief Executive Officer of Precision Industrial
Corporation, a worldwide supplier of capital equipment for
processing sheetmetal. From 1994 until October 1997, Mr. Castor was
the President and Chief Executive Officer of Hayward Industries,
Inc., a supplier of pumps, filters, heaters and other accessories
for the pool and spa industries and industrial equipment. From 1987
to 1993, Mr. Castor was Corporate Vice President of Crompton &
Knowles Corporation, a supplier of specialty chemicals and process
equipment and President of its wholly-owned subsidiary, Ingredient
Technology Corporation.
FRITZ ZECK Mr. Zeck became a director of Super Vision in January 1999.
Director Since 1994, Mr. Zeck has served as President of Cooper
Age 59 Lighting. Prior to this he served as Vice President of Sales
for Cooper Lighting since he started in 1985. Mr. Zeck joined
Metalux in 1976 where he was Regional Sales Manager for the
Central portion of the United States. He founded Lumark
Lighting in 1978, which was a division of Metalux.
</TABLE>
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<PAGE> 15
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THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
ALL SIX NOMINEES FOR DIRECTOR.
- --------------------------------------------------------------------------------
PROPOSAL 2: RATIFY SELECTION OF INDEPENDENT AUDITORS FOR 2000
We are asking you to ratify the Board's selection of Ernst & Young LLP,
certified public accountants, as independent auditors for fiscal year 2000. The
Audit Committee recommended the selection of Ernst & Young to the Board. Ernst &
Young has served as the independent auditors of Super Vision International since
September 1997.
A representative of Ernst & Young will attend the Annual Meeting to
answer your questions.
We are submitting this proposal to you because the Board believes that
such action follows general corporate practice. If you do not ratify the
selection of independent auditors, the Board will consider it a direction from
you to consider selecting other auditors for next year. However, even if you
ratify the selection, the Board may still appoint new independent auditors at
any time during the year if it believes that such a change would be in the best
interests of Super Vision and our stockholders.
- --------------------------------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2000.
- --------------------------------------------------------------------------------
A COPY OF SUPER VISION'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WITH FINANCIAL STATEMENTS AND THE SCHEDULES THERETO BUT WITHOUT ANY OTHER
EXHIBITS, WILL BE MAILED TO THE STOCKHOLDERS OF SUPER VISION UPON REQUEST AND
WITHOUT CHARGE.
For Further information on obtaining the 1999 Annual Report, see "How
Can I Obtain an Annual Report on Form 10-KSB", above at page 7.
OTHER MATTERS
Management does not know of any matters to be presented for action at
the meeting other than the election of directors and the ratification of the
independent auditors, as further described in the Notice of Annual Meeting of
Stockholders. However, if any other matters come before the Annual Meeting, it
is intended that the holders of the proxies will vote thereon in their
discretion.
INFORMATION ABOUT STOCKHOLDER PROPOSALS
Any stockholder who desires to present a proposal qualified for
inclusion in our proxy materials relating to our 2001 Annual Meeting must
forward the proposal to the Secretary at the address set forth below in time to
arrive at our offices no later than January 15, 2001. This deadline will change
in accordance with the rules and regulations
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<PAGE> 16
promulgated by the Securities and Exchange Commission if the date of the 2001
Annual Meeting is 30 calendar days earlier or later than June 20, 2001. The
notice provided by the stockholders must contain:
o a complete and accurate description of the proposal;
o a statement that the stockholder (or the stockholder's legal
representative) intends to attend the meeting and present the
proposal and that the stockholder intends to hold of record
securities entitled to vote at the meeting through the meeting
date;
o the stockholder's name and address and the number of shares of
our voting securities that the stockholder holds of record and
beneficially as of the notice date; and
o a complete and accurate description of any material interest
of such stockholder in such proposal.
All stockholder proposals are subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended (regardless
of whether included in the proxy materials), and applicable Delaware law.
Under the proxy rules, in the event Super Vision receives notice of a
stockholder proposal to take action at the next annual meeting that is not
submitted for inclusion in the proxy materials, or is submitted for inclusion
but is properly excluded from such proxy materials, the persons named in the
form of proxy sent by Super Vision to its stockholders will have the discretion
to vote on such proposal in accordance with their best judgment if notice of the
proposal is not received at our offices by March 31, 2001.
If you wish to submit a stockholder proposal for the 2001 Annual
Meeting of Stockholders or if you would like a copy of our Bylaws (without
charge), please write to the Corporate Secretary, Super Vision, 8210 Presidents
Drive, Orlando, Florida 32809.
By order of the Board of Directors,
/s/ Brett M. Kingstone
------------------------------------
Chairman of the Board, President and
Chief Executive Officer
May 15, 2000
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<PAGE> 17
SUPER VISION INTERNATIONAL, INC.
PROXY FOR 2000 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Super Vision International, Inc. hereby
constitutes and appoints Brett M. Kingstone, as attorney and proxy, with the
power to appoint a substitute, and hereby authorizes him to represent and vote,
as designated below, all of the shares of common stock of Super Vision which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of Super
Vision to be held Tuesday, June 20, 2000, or at any and all adjournments or
postponements thereof, with respect to the matters set forth below and described
in the Notice of Annual Meeting of Stockholders and the Proxy Statement dated
May 15, 2000.
Proposal 1: To consider and act upon a proposal to elect Messrs. Brett M.
Kingstone, Edgar Protiva, Eric Protiva, Brian McCann, Anthony
Castor III and Fritz Zeck as directors to hold office for one-
year terms or until their successors are elected and
qualified.
[ ] FOR ELECTION OF ALL NOMINEES (except as shown below)
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE THROUGH THE NOMINEE'S NAME BELOW:
Brett M. Kingstone Edgar Protiva Eric Protiva
Brian McCann Anthony Castor III Fritz Zeck
Proposal 2: To appoint Ernst & Young LLP as independent auditors for 2000.
[ ] FOR APPOINTMENT [ ] AGAINST APPOINTMENT [ ] ABSTAIN
Proposal 3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting or
any and all adjournments thereof.
[ ] AUTHORIZED TO VOTE [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). IF NO INDICATION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED, FOR THE INDEPENDENT
AUDITORS, AND THE PROXY HOLDERS WILL VOTE ON ANY MATTER UNDER PROPOSAL NO. 3 IN
THEIR DISCRETION AND IN THEIR BEST JUDGMENT.
Please mark, date and sign exactly as your name appears on your stock
certificate. When shares are held by joint tenants, both should sign. When
signing as corporate officer, partner, attorney, executor, administrator,
trustee or guardian, please specify your full title as such.
Dated: __________________ _______________________________________
Signature
Dated: __________________ _______________________________________
Signature if held jointly
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