United States
Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [ ]
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 ss.240.14a-11(c) or ss.240.14a-12
FiberCore, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
FIBERCORE, INC.
253 WORCESTER ROAD
P.O. BOX 180
CHARLTON, MASSACHUSETTS 01507
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 25, 1997
------------
The Annual Meeting of Shareholders of FiberCore, Inc. (the "Company")
will be held at the Bank of Boston, 100 Federal Street, Boston, Massachusetts on
Thursday September 25, 1997, at 10:00 A.M., Eastern Daylight Time, for the
following purposes:
1. To elect five directors, to serve as follows: one Class I director for a
one year term expiring at the annual meeting in 1998; two Class II directors for
a two year term expiring at the annual meeting in 1999; two Class III directors
for a three year term expiring at the annual meeting in 2000; and in each case
until their successors are elected and qualified;
2. To consider and take action on the ratification of the selection of
Deloitte & Touche LLP as the Company's independent certified public accountants
for 1997; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on August 25, 1997 will
be entitled to receive notice of and to vote at the meeting.
Shareholders are cordially invited to attend the meeting in person. However,
whether or not you expect to attend, we urge you to read the accompanying Proxy
Statement and then complete, sign, date and return the enclosed proxy card in
the enclosed postage-prepaid envelope. It is important that your shares be
represented at the meeting, and your promptness will assist us to prepare for
the meeting and to avoid the cost of a follow-up mailing. If you receive more
than one proxy card because you own shares registered in different names or at
different addresses, each proxy card should be completed and returned.
Sincerely,
/s/Charles DeLuca
Charles DeLuca
Secretary
Charlton, Massachusetts
August 29, 1997
<PAGE>
FIBERCORE, INC.
253 WORCESTER ROAD
P.O. BOX 180
CHARLTON, MASSACHUSETTS 01507
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 25, 1997
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of FiberCore, Inc.
(the "Company") in connection with the solicitation by the Board of Directors of
the Company of proxies for use at its Annual Meeting of Shareholders (the
"Meeting"). The Meeting is scheduled to be held on Thursday September 25, 1997,
at 10:00 A.M., Eastern Daylight Time, at the Bank of Boston, 100 Federal Street,
Boston, Massachusetts, and at any and all adjournments thereof. It is
anticipated that the mailing to shareholders of this Proxy Statement and the
enclosed form of proxy will commence on or about August 29, 1997.
At the Meeting, shareholders will be asked to vote upon: (1) the
election of five directors (one Class I director to serve for a one year term,
two Class II directors to serve for a two year term and three Class III
directors to serve for a three year term); (2) the ratification of the selection
of independent certified public accountants for 1997; and (3) such other
business as may properly come before the Meeting and any and all adjournments
thereof.
VOTING RIGHTS AND VOTES REQUIRED
The close of business on August 25, 1997 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
receive notice of and to vote at the Meeting. As of the close of business on
such date, the Company had outstanding and entitled to vote 35,808,754 shares of
common stock, par value $.001 per share ("Common Stock").
A majority of the outstanding shares of the Common Stock must be
represented in person or by proxy at the Meeting in order to constitute a quorum
for the transaction of business. The record holder of each share of the Common
Stock entitled to vote at the Meeting will have one vote for each share so held.
Directors are elected by a plurality of the votes cast. Shareholders
may not cumulate their votes. The five candidates receiving the highest number
of votes will be elected. In tabulating the votes, votes withheld in connection
with the election of one or more nominees and broker nonvoters will be
disregarded and will have no effect on the outcome of the vote.
The affirmative vote of the holders of a majority of the shares of the
Common Stock represented at the Meeting in person or by proxy and entitled to
vote thereat will be required to ratify the selection of the Company's
independent certified public accountants and to adopt any shareholder proposal
duly presented at the Meeting. In determining whether these proposals have
received the requisite number of affirmative votes, abstentions and broker
nonvoters will be disregarded and have no effect on the outcome of the vote.
VOTING OF PROXIES
If the accompanying proxy is properly executed and returned, the shares
represented by the proxy will be voted at the Meeting as specified in the proxy.
If no instructions are specified, the shares represented by any properly
executed proxy will be voted FOR the election of the nominees listed below under
"Election of Directors" and FOR the ratification of the selection of independent
certified public accountants.
2
<PAGE>
REVOCATION OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by a
shareholder at any time before it is exercised. A proxy may be revoked by a
writing, by a valid proxy bearing a later date delivered to the Company or by
attending the Meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the cost of this solicitation, including amounts
paid to banks, brokers and other record owners to reimburse them for their
expenses in forwarding solicitation material regarding the Meeting to beneficial
owners of the Common Stock. The solicitation will be by mail, with the material
being forwarded to the shareholders of record and certain other beneficial
owners of the Common Stock by the Company's officers and other regular employees
(at no additional compensation). Such officers and employees may also solicit
proxies from shareholders by personal contact, by telephone or by telegraph if
necessary in order to assure sufficient representation at the Meeting.
Mr. Michael J. Beecher, Chief Financial Officer, will receive and
tabulate proxies and act as inspector of election for the Meeting.
1. ELECTION OF DIRECTORS
At the Meeting, five directors are to be elected to serve as follows:
one Class I director for a one year term expiring at the annual meeting in 1998;
two Class II directors for a two year term expiring at the annual meeting in
1999; two Class III directors for a three year term expiring at the annual
meeting in 2000; and in each case until their successors are elected and
qualified. The Board currently consists of five members.
The five persons designated by the Board of Directors as nominees for
election as directors at the Meeting are: Class I nominee, Dr. M. Mahmud Awan;
Class II nominees, Mr. Steven Phillips and Mr. Zaid Siddig; and Class III
nominees, Dr. Mohd A. Aslami and Mr. Charles DeLuca.
Unless a contrary direction is indicated, it is intended that proxies
received will be voted for the election as directors of the five nominees. In
the event any nominee for director declines or is unable to serve, the proxies
may be voted for a substitute nominee selected by the Board of Directors. The
Board expects that each nominee named in the following table will be available
for election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES
3
<PAGE>
<TABLE>
<CAPTION>
Information about the nominees is set forth immediately below.
<S> <C> <C>
Name of Position with Company or Principal Year First Elected
Nominee Occupation a Director
- ------- ---------- ----------
Nominee for director for one year term ending in 1998
Dr. M. Mahmud Awan Director 1995
Nominees for director for two year term ending in 1999
Zaid Siddig Director 1994
Steven Phillips Director 1995
Nominees for director for three year term ending in 2000
Dr. Mohd A. Aslami Chairman of the Board of Directors, 1993
Chief Executive Officer and Director
Charles DeLuca Executive Vice President, Secretary and 1993
Director
EXECUTIVE OFFICERS AND DIRECTORS
</TABLE>
The following table sets forth certain information with respect to each
person who was an executive officer or director of the Company as of August 1,
1997.
Name Age Position
---- --- --------
Mohd A. Aslami 50 Chairman of the Board of Directors,
President, and Chief Executive Officer and
Director
Charles DeLuca 59 Executive Vice President, Secretary and
Director of the Company and General Manager
of the Company's Automated Light
Technology, Inc. ("ALT") subsidiary
Michael J. Beecher 52 Chief Financial Officer and Treasurer
Hans F.W. Moeller 67 Managing Director of the Company's
FiberCore Glasfaser Jena GmbH ("FiberCore
Jena") subsidiary
Zaid Siddig
59 Director
Steven Phillips 51 Director
M. Mahmud Awan 45 Director
4
<PAGE>
Dr. Aslami is a co-founder, Chairman of the Board of Directors,
President and Chief Executive Officer of the Company. Dr. Aslami has served as
Chairman and Chief Executive Officer of FiberCore Jena, the Company's
wholly-owned subsidiary in Germany, since 1994. Dr. Aslami also co-founded and
became President, Chief Executive Officer and a director of ALT in 1986. Dr.
Aslami received a Ph.D. in chemical engineering from the University of
Cincinnati (1974).
Mr. DeLuca is a co-founder, Executive Vice President, Secretary and a
director of the Company. Mr. DeLuca also co-founded and became an Executive Vice
President and director of ALT in 1986. Mr. DeLuca received his MBA in marketing
and business management from St. Johns University in 1974.
Mr. Beecher became Chief Financial Officer of the Company in April
1996. Mr. Beecher was the Vice President of Administration and Finance, and
Treasurer at the University of Bridgeport from 1989 through 1995. Mr. Beecher is
a Certified Public Accountant and is a member of the American Institute of
Certified Public Accountants.
Mr. Moeller became Managing Director of FiberCore Jena in the fourth
quarter of 1995 on a part time basis. He served as a director of FiberCore
Incorporated from 1994 through March 1996. As part of a reorganization of the
Company, he resigned his position as a director and agreed to serve as a
director of the Company's newly formed subsidiary InfoGlass. From 1993 to 1994,
he served as Vice Chairman of Schott Corporation ("Schott"), a United States
subsidiary of Schott A.G., a corporation specializing in the production of,
among other things, optical glass. From 1989 to 1993, he served as President of
Schott. Mr. Moeller was a member of the Board of Directors of Schott from 1989
to 1994.
Mr. Siddig became a director of the Company in 1994. He also serves as
a consultant to the Board of Directors of FiberCore Jena. Since 1991, Mr. Siddig
has been active as a private investor and has occasionally served as a
consultant to ALT. Mr. Siddig is the uncle of Dr. Aslami's wife.
Mr. Phillips became a director of the Company in May 1995 and became a
director of ALT in 1989. Since co-founding the Winstar Government Securities
Company L. P., a registered government securities dealer which specializes in
odd-lot securities transactions, Mr. Phillips has served as Chief Financial
Officer, Secretary, and a Director. Since August 1987, Mr. Phillips has served
as a director, Secretary and Chief Financial Officer of James Money Management,
Inc., a private investment company. Since June 1987, Mr. Phillips has served as
director and President of One Financial Group Incorporated, a financial
consulting company of which he is the majority stockholder.
Dr. Awan is the founder and President of Techman International
Corporation, a Massachusetts company engaged in providing technical, sales and
management consulting services to various industrial companies in the United
States and abroad. Dr. Awan has been responsible for the development of several
high tech companies in Massachusetts over the past 10 years and serves on the
Board of Directors of a number of professional organizations as well as these
companies. He is an active investor in the Pakistani market and has maintained
manufacturing and distribution operations in Karachi, Islamabad, and Lahore
since 1982. Dr. Awan has been instrumental in promoting satellite networks for
Pakistan. His company was licensed in 1994 by the Government of Pakistan to
operate a national and international satellite data communication network
throughout Pakistan. Dr. Awan received a Ph.D. in economics from Clark
University(1974).
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held four (4) meetings during 1996. In addition,
there were three (3) actions taken through unanimous written consent. Each
director attended or participated in at least 75% of the aggregate of meetings
held and actions taken in 1996 by the Board of Directors.
COMMITTEES OF THE BOARD
The Board of Directors does not have an Audit committee or a
Compensation Committee, although it intends to establish such committees in the
future. The functions of these committees currently is performed by the Board of
Directors as a whole.
5
<PAGE>
AGREEMENT WITH AMP, INCORPORATED
Under an agreement with AMP, Incorporated the Company has agreed to
restructure the Board of Directors wherein the number of Directors will be
increased to seven (7), three of whom shall be inside directors (Aslami, De Luca
and Moeller), one (1) of whom shall be an AMP designee, and three (3) shall be
outside directors. AMP has agreed to delay this restructuring and the Company
anticipates that this will occur prior to or concurrent with the Company's next
annual meeting.
DIRECTORS' FEES
During 1996, directors did not receive any compensation for their
services as Directors, but were reimbursed for expenses incurred in attending
meetings.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Based solely on a review of the copies of Forms 3 and 4 and amendments
thereto, furnished to the Company pursuant to Section 16a-3(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") during the fiscal year
ended December 31, 1996, and Form 5 and amendments thereto, furnished to the
Company regarding such fiscal year, or written representations from the
Company's executive officers and directors, the Company is not aware of any
failure to file timely reports pursuant to Section 16(a) of the Exchange Act.
2. RATIFICATION OF THE SELECTION OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche LLP, independent
certified public accountants, to audit the consolidated financial statements of
the Company and its subsidiaries for 1997. Deloitte & Touche LLP was initially
appointed to audit the Company's financial statements in January 1997 for the
fiscal year ended December 31, 1996.
The Company expects representatives of Deloitte & Touche LLP
to attend the Meeting, to be available to respond to appropriate questions from
shareholders, and to have the opportunity to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FOR 1997.
6
<PAGE>
ADDITIONAL INFORMATION
SECURITY OWNERSHIP
The following table sets forth certain information regarding the Common
Stock beneficially owned by (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii)
each executive officer and director named in the summary compensation table
below and (iii) all the directors and executive officers of the Company as a
group, at the close of business on August 25, 1997. Unless otherwise indicated,
each of the persons named in the table below as beneficially owning the shares
set forth therein has sole voting power and sole investment power with respect
to such shares.
<TABLE>
<CAPTION>
%
NAME AND ADDRESS(1) AMOUNT OWNED
- ----------------------------------------------------------- ---------- ----
<S> <C> <C>
Mohd Aslami ............................................... 7,501,206(2)(11) 17.3
Charles DeLuca ............................................ 4,576,276(3)(11) 10.6
Gregory A. Perry .......................................... 3,211,878(4) 7.4
Steven Phillips ........................................... 845,399(5) 1.9
Zaid Siddig ............................................... 591,735(6) 1.4
M. Mahmud Awan ............................................ 2,712,237(7)(11) 6.3
Hans F.W. Moeller ......................................... 388,235(8) 0.9
AMP Incorporated .......................................... 6,169,154(9)(11) 14.3
Michael J. Beecher ........................................ 174,248(10) 0.4
All directors and executive officers as a group (7 persons) 16,789,336 38.8
</TABLE>
(1) The addresses of the persons and entities named in this table are as
follows: Messrs. Aslami, DeLuca, Perry, Siddig, Beecher, Moeller, Awan
and the Ariana Trust c/o FiberCore, Inc., P. O. Box 180, 253 Worcester
Road, Charlton, Ma. 01507; Mr. Phillips c/o Winstar Group, 3 Barker
Avenue, White Plains, NY 10601; AMP Incorporated, 470 Friendship Road,
Harrisburg, Pa. 17105.
(2) Includes 157,473 shares and Warrants to purchase 115,220 shares held by
Dr. Aslami's wife, 425,085 shares held by Dr. Aslami's children,
1,998,589 and 608,914 shares held respectively by the Ariana Trust and
the Kabul Foundation, trusts of which Dr. Aslami's wife is trustee and of
which Dr. Aslami's children are beneficiaries, and 284,860 shares held by
the Raja Foundation, a trust of which Dr. Aslami's wife and Mr. DeLuca's
wife are trustees and of which various organizations and family members
are beneficiaries. Dr. Aslami disclaims beneficial ownership of all such
shares. Also includes 60,913 currently exercisable options.
(3) Includes 1,395,097 shares and Warrants to purchase 115,220 shares held by
Elizabeth DeLuca, Mr. DeLuca's wife, 347,715 shares held by Mr. DeLuca's
children, 608,914 shares held by the Dawn Foundation, a trust of which
Mrs. DeLuca is trustee and of which Mr. DeLuca's children are
beneficiaries, and 174,053 shares held by the Raja Foundation, a trust of
which Dr. Aslami's wife and Mr. DeLuca's wife are trustees and of which
various organizations and family members are beneficiaries. Mr. DeLuca
disclaims beneficial ownership of all shares. Also includes 46,050
currently exercisable options.
(4) Includes 1,358,384 shares held by Beth Perry, Mr. Perry's wife, and
146,852 shares held by Mr. Perry's children. Mr. Perry disclaims
beneficial ownership of all such shares.
(5) Include 41,746 currently exercisable options issued to One Financial
Group Incorporated.
(6) Mr. Siddig is the uncle of Dr. Aslami's wife.
7
<PAGE>
(7) Includes shares issuable to Techman or its designee upon exercise of
Warrants (665,916), and shares (1,000,000) to be issued ratably as
commissions on Company sales up to $200 million.
(8) Includes 300,000 options.
(9) Includes shares into which the AMP Note is convertible at $1.16 per share
and Warrants to purchase 1,382,648 shares.
(10) Includes 174,248 options.
(11) Under the AMP loan, the Company, Mohd A. Aslami, Charles DeLuca, M.
Mahmud Awan and AMP entered into a Voting Agreement pursuant to which
they agreed to vote together to elect a slate of directors to the Board
of Directors of the Company. Such slate of directors initially consists
of Mohd A. Aslami, Charles DeLuca, Hans Moeller, one nominee of AMP and
three outside directors, one of whom is Dr. Awan.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth, for the Company's last three fiscal
years, the cash salary, bonus and non-cash salary or bonuses earned or paid by
the Company, as well as certain other compensation paid or accrued for those
years, to the Company's President and Chief Executive Officer and to each of the
Company's executive officers whose compensation exceeded $100,000:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- -----------------------
Shares of Common All Other
Name and Other Annual Stock Underlying Compensation
Principal Position Year Salary ($) Bonus ($) Compensation Stock Options(#) ------------
- ------------------ ---- ---------- --------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Mohd A. Aslami 1996 146,500 -- --
Chairman, Chief 1995 146,500 -- -- 60,913 --
Executive Officer and Director of 1994 178,729 -- 10,529 -- --
the Company and ALT
Charles DeLuca 1996 98,398 -- 46,050 --
Executive Vice 1995 37,699 -- -- -- --
President, Secretary and Director 1994 18,000 -- 99,485 -- --
of the Company and General Manager
of ALT
Michael J. Beecher(1) 1996 53,708 -- -- 64,248
Chief Financial Officer and 1995 -- -- -- --
Treasurer 1994 -- -- -- --
Hans Moeller(2) 1996 98,596 -- -- 55,193
Managing Director 1995 7,227 -- -- 33,042
FiberCore Jena 1994 -- -- -- --
</TABLE>
1. Started employment on April 15, 1996.
2. Started employment on October 1, 1995.
8
<PAGE>
OTHER COMPENSATORY ARRANGEMENTS
The Company does not maintain any standard compensation arrangements or
plans for directors.
The Company, however, maintains a consulting agreement with Techman
under which Techman provides administration, marketing, technical and personnel
advisory services to the Company. Dr. M. Mahmud Awan, a director of the Company,
is the President and sole shareholder of Techman. The agreement is on a month to
month basis at a monthly fee of $3,000 and is terminable at any time by the
Company. For the year ended December 31, 1996, Techman was paid $36,000 for such
services.
Mr. Phillips, a director of the Company, continues to be a consultant
to ALT and the Company without a formal agreement, but the Company and Mr.
Phillips intend to enter into such an agreement. The Company anticipates that
the agreement will provide that Mr. Phillips will serve as a senior financial
advisor to the Company for a term of one year, renewable at the Company's option
and Mr. Phillips' consent. Mr. Phillips will be paid a retainer of $60,000 per
year payable in monthly installments of $5,000, based on an hourly rate of $185
per hour. The retainer will be adjusted quarterly based on actual hours of
service. For the year ended December 31, 1996, Mr. Phillips' fee was $64,950.
STOCK OPTION GRANTS
The Board of Directors grants options to purchase Common Stock to
directors, officers and employees of the Company. The Company has no formal
stock option plan. The Company may adopt a stock option or similar plan in the
future.
The following table sets forth selected option grant information for
the fiscal year ended December 31, 1996 awarded to the executive officers of the
Company. All of such options were deemed to be "non-qualified" options within
the meaning of the Internal Revenue Code of 1986, as amended (the "Code").
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
---------------------------------
Potential Realizable Value at
% of Total Value at Grant Assumed Annual Rates of Stock
Number of Options Exercise Date Market Price Appreciation for
Options Granted to Price Per Expiration Price Option Term
Name Granted Employees(a) Share Date ($) 5%(b) 10%(b)
- ------------------ --------- --------------- --------- ---------- ------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Mohd A. Aslami 60,913 25% $1.45 -- $289,337 $230,670 $261,774
Charles DeLuca 46,050 19% $1.45 -- $218,738 $174,386 $197,900
Michael Beecher 64,248 26% $0.68 -- $152,589 $124,479 $140,882
Hans Moeller 55,193 23% $1.36 -- $262,167 $213,976 $242,159
</TABLE>
(a) Represents individual option grant as a percentage of total options
issued in fiscal year 1996.
(b) The hypothetical potential appreciation shown in these columns reflects
the required calculations at compounded annual rates of 5% and 10% set by
the Securities and Exchange Commission, and therefore is not intended to
represent either historical appreciation or anticipated future price
appreciation of the Company's Common Stock. The term of options used in
the potential realized value calculation is two years.
9
<PAGE>
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information related to options exercised
during 1996 by the Company's President and Chief Executive Officer and by the
Company's other most highly compensated executive officers during 1996 and the
number and value of options held at December 31, 1996 by such individuals.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1996
AND OPTION VALUES AT DECEMBER 31, 1996
- ------------------------- ------------------ -------------- --------------------------------- ------------------------------------
Shares Number of Unexercised Value of Unexercised
Acquired Value Options at In-the-Money Options
Name on Exercise Realized December 31, 1996 at December 31, 1996
---- ----------- -------- ----------------- --------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mohd A. Aslami 0 0 60,913 -- $243,652 --
Charles DeLuca 0 0 46,050 -- $184,200 --
Michael J. Beecher 0 0 64,248 -- $256,992 --
Hans Moeller 0 0 88,235 -- $352,940 --
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DEALINGS WITH TECHMAN
Since 1995, the Company has maintained a working relationship with
Techman, a technology management company headquartered in Massachusetts since
1982. Dr. M. Mahmud Awan, the President and sole shareholder of Techman, is a
director of the Company. Techman specializes in sales of fiber optic products
and telecommunication systems.
On November 1, 1995, the Company entered into an International
Distributor Agreement with Techman to market the Company's products worldwide.
Techman agreed to receive customary sales commissions in the form of Warrants
exercisable into 1,000,000 shares of Common Stock to be issued to Techman for
sales of the Company's products up to $200,000,000. Such shares will be issued
upon receipt of the proceeds of any such sales.
Pursuant to the Techman Share Purchase Agreement dated January 11,
1996, Techman purchased 734,260 shares of Common Stock for $1,000,000
(approximately $1.36 per share) and was granted Warrants exercisable into
550,696 shares of Common Stock at $1.63 per share. Additionally, the Company
issued an additional 312,061 shares of Common Stock to Techman on (i) the
formation of FOI (a joint venture), in which the Company holds a 30% ownership
interest, and (ii) the completion of a supply agreement between FOI and the
Company. Under the agreement, $450,000 of the $1,000,000 share purchase price
was invested by Techman for the Company in FOI as an additional capital
contribution.
FOI, a company incorporated in Islamabad under the laws of Pakistan,
was formed to manufacture optical fiber products in Pakistan, and is in the
process of raising capital to fund the construction of a manufacturing facility.
Since its inception in June 1995, FOI has been funded primarily by Techman. FOI
has contracted with First Capital Securities Corporation Limited to arrange for
listing of FOI on the Karachi Stock Exchange.
The Company maintains a consulting agreement with Techman under which
Techman provides administration, marketing, technical and personnel advisory
services to the Company. The agreement is on a month to month basis at a monthly
fee of $3,000 and is terminable at any time by the Company. For the years ended
December 31, 1996 and 1995, Techman was paid $36,000 and $21,000, respectively,
for such services.
10
<PAGE>
DEALINGS WITH AMP
In April 1995, the Company issued the AMP Note, which is a ten year
$5,000,000 convertible note, to AMP, Incorporated, a company listed on the New
York Stock Exchange and a manufacturer of electrical and optical connection
devices, systems and other equipment including fiber optic cable. Principal of
the AMP Note plus accrued interest at a rate of LIBOR plus one percent may be
converted into Common Stock through April 17, 2005. Until April 17, 2000, the
conversion price is $1.16 per share; thereafter the conversion price is equal to
the price per share paid by a third party investor in the private sale of Common
Stock immediately prior to such conversion. The AMP Note is subject to
prepayment on demand in the event the Company is the issuer of securities to be
sold by the Company under an effective registration statement.
In July 1996, AMP entered into a five year supply contract (renewable
at AMP's option for an additional five year period) with the Company whereby the
Company will supply AMP with at least 50% of AMP's future glass optical fiber
needs. On November 27, 1996 the Company obtained an additional $3,000,000 loan
at an interest rate of prime plus 1%, adjustable on the first business day of
each calendar quarter, from AMP to fund the expansion of the Jena Facility, in
exchange for a ten year note and $2,000,000 of common stock purchase warrants
exercisable for up to 1,382,648 shares of Common Stock at $1.45 and expiring on
November 27, 2001. AMP also converted $3,000,000 of principal plus $540,985 of
accrued interest on the AMP Note into 3,058,833 shares of Common Stock. In
connection with the new loan from AMP, the Company agreed to issue AMP
additional shares of Common Stock in the event the Company's share price does
not exceed $2.17 for 30 consecutive trading days by November 27, 1998. The
issuance of additional shares under the new AMP loan would have a dilutive
effect on the Company's other shareholders and could adversely affect the market
price of the Common Stock.
LOANS
On July 31, 1996, the Company borrowed $500,000 under two loan
agreements from the spouses of Dr. Aslami and Mr. DeLuca. The loans are in the
amount of $250,000 each and bear interest at the prime rate plus one percent
(currently 9.25%), and are due on July 31, 1999. In conjunction with the loans
each lender received warrants to purchase 115,220 shares of Common Stock at the
rate of $1.81 per share. The warrants expire on July 31, 2001.
CONSULTING
See "Other Compensatory Arrangements" above for a discussion of the
consulting arrangement between the Company and Mr. Phillips.
The following report of the Board of Directors in the next section
shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission (the "Commission") or subject to Regulations
14A or 14C of the Commission or to the liabilities of Section 18 of the Exchange
Act and shall not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933 or the Exchange Act, notwithstanding any
general incorporation by reference of this Proxy Statement into any other
document.
EXECUTIVE COMPENSATION
The Company has not, as yet, adopted a formal executive compensation
program, although it intends to adopt such program. It is expected that such
plan will reflect the following executive compensation philosophy and contain
the compensation components as described below. Such program may contain all or
some of the components and will be subject to change by the Board of Directors.
COMPENSATION PHILOSOPHY
The Company's mission is to be a significant provider of optical fiber
and optical fiber preforms in the markets it serves. To support this
and other strategic objectives as approved by the Board of Directors
and to provide adequate returns to share-holders, the Company must
compete for, attract, develop, motivate and retain top quality
executive talent at the corporate office and operating business units
of the Company during periods of both favorable and unfavorable
world-wide business conditions.
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The Company's executive compensation program is a critical management
tool in achieving this goal. "Pay for performance" is the underlying
philosophy for the Company's executive compensation program. The
program is designed to link executive pay to corporate performance,
including share price, recognizing that there is not always a direct
and short-term correlation between executive performance and share
price. To align shareholder interests and executive rewards,
significant portions of each executive's compensation will represent
"at risk" pay opportunities related to accomplishment of specific
business goals.
The Program Will Be Designed And Administered To:
o provide annual and longer term incentives that help focus each
executive's attention on approved corporate business goals the
attainment of which, in the judgment of the Board of
Directors, should increase long-term shareholder value;
o link "at risk" pay with appropriate measurable quantitative
and qualitative achievements against approved performance
parameters;
o reward individual and team achievements that contribute to the
attainment of the Company's business goals; and
o provide a balance of total compensation opportunities,
including salary, bonus, and longer term cash and equity
incentives, that are competitive with similarly situated
companies and reflective of the Company's performance.
In seeking to link executive pay to corporate performance, the Board
believes that the most appropriate measure of corporate performance is the
increase in long-term shareholder value, which involves improving such
quantitative performance measures as revenue, net income, cash flow, operating
margins, earnings per share and return on shareholders' equity. The Board may
also consider qualitative corporate and individual factors which it believes
bear on increasing the long-term value of the Company to its shareholders. These
include (i) the development of competitive advantages, (ii) the ability to deal
effectively with the complexity and globalization of the Company's businesses,
(iii) success in developing business strategies, managing costs and improving
the quality of the Company's products and services as well as customer
satisfaction, (iv) the general performance of individual job responsibilities,
and (v) the introduction of new products.
COMPONENTS OF EXECUTIVE COMPENSATION PROGRAM
The Company's executive compensation program will consist of (i) an
annual salary, (ii) an annual bonus, (iii) issuance of restricted stock, and
(iv) a long-term incentive represented by stock options. As explained below,
restricted stock and stock options serve to link executive pay to corporate
performance, since the attainment of these awards depends upon meeting the
quantitative and, if applicable, qualitative performance goals which serve to
increase long-term shareholder value.
Salary and bonus. In December of each year, the Board will set the
annual salary for the following year of each executive officer, not subject to
an employment contract, and establish a potential bonus opportunity executives
(even those subject to employment contracts) may earn for each of the
quantitative and, if applicable, qualitative performance goals established by
the Committee. The Board intends to set these targets in the first half of each
year after a detailed review by the Board of the Company's annual operating
budget.
Stock Options and Restricted Stock. The longer-term component of the
Company's executive compensation program will consist of stock option and
restricted stock grants. The options generally permit the option holder to buy
the number of shares of Common Stock covered by the option (an "option
exercise") at a price equal to or greater than the market price of the stock at
the time of grant. Thus, the options generally gain value only to the extent the
stock price exceeds the option exercise price during the life of option.
Generally a portion of the options vest over a period of time and expire no
later than ten years, and in many cases five years after grant. In addition, in
appropriate circumstances, the Company will award restricted stock to
executives. Executives will generally be subject to limitations in selling the
restricted stock immediately, and therefore will be incentivized to increase
shareholder value.
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BASIS OF 1996 COMPENSATION
In 1996, the Company's Executive compensation was based on negotiations
with each individual, consistent with what the Board believes was reasonable
given the circumstances of the Company at that time. No bonuses were awarded for
the year 1996.
BASIS OF 1997 COMPENSATION
As indicated in the Company's executive compensation philosophy, a
major factor in the Board's compensation decisions is the competitive
marketplace for senior executives. In setting competitive compensation levels,
the Company will compare itself to a self-selected group of companies of
comparable size, market capitalization, technological and marketing
capabilities, performance and global presence with which the Company competes
for executives.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows of
no business to be presented at the Meeting other than as set forth in this Proxy
Statement. If other matters properly come before the meeting, the persons named
as proxies will vote on such matters in their discretion.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Any shareholder proposals intended to be presented at the Company's
1998 annual meeting of shareholders must be received by the Secretary,
FiberCore, Inc., no later than January 31, 1998 in order to be considered for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting.
ANNUAL REPORT
The Company's 1996 Annual Report is concurrently being mailed to
shareholders. The Annual Report contains consolidated financial statements of
the Company and its subsidiaries and the report thereon of Deloitte & Touche
LLP, Independent Certified Public Accountants.
By Order of the Board of Directors
/s/ Charles DeLuca
Charles DeLuca
Secretary
Dated: August 29, 1997
--------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS ARE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
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PROXY
FIBERCORE, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints each of Mohd A. Aslami and Charles DeLuca (with full
power to act without the other and each with full power to appoint his
substitute) as the undersigned's Proxies to vote all shares of Common Stock of
the undersigned in FiberCore, Inc. (the "Company"), a Nevada corporation, which
the undersigned would be entitled to vote at the Annual Meeting of Stockholders
of the Company to be held at the Bank of Boston, 100 Federal Street, Boston,
Massachusetts, on September 25, 1997, at 10:00 a.m. (local time) or at any
adjournments thereof as follows:
1. ELECTION OF DIRECTORS
Mohd A. Aslami Charles DeLuca M. Mahmud Awan Steven Phillips Zaid
Siddig
2. PROPOSAL TO RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1997.
3. In their discretion, upon such other business as may properly come
before the meeting or any adjournments thereof.
Place "X" Only In One Box
1. Election of Nominees
For All Withold All For All Except As
[ ] [ ] Listed Below
Exceptions:
----------------------------
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2. Appointment of Accountants
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The shares of Common Stock represented by this Proxy will be voted in accordance
with the foregoing instructions. In the absence of any instructions, such shares
will be voted FOR the election of the nominees listed in item 1 and FOR the
proposal in item 2.
The undersigned hereby revokes any Proxy or Proxies to vote shares of Common
Stock of the Company heretofore given by the undersigned.
Please date, sign exactly as name appears on this Proxy, and return in the
enclosed envelope. When signing as guardian, executor, administrator, attorney,
trustee, custodian, or in any similar capacity, please give full title. If a
corporation, sign in full corporate name by president or other authorized
officer, giving his/her title, and affix corporate seal. If a partnership, sign
in partnership name by authorized person. In the case of joint ownership, each
joint owner must sign.
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Date
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Signature
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Signature if held jointly
