<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
REPTRON ELECTRONICS, 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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(REPTRON LETTERHEAD)
April 27, 2000
Dear Shareholder:
I am pleased to invite you to the Annual Meeting of Shareholders to be held on
May 22, 2000, at Reptron's headquarters located at 14401 McCormick Drive, Tampa,
Florida 33626. The meeting will begin at 9:00 a.m., local time. As we have done
in the past, in addition to considering the matters described in the
accompanying proxy statement, we will review major developments since our last
shareholders' meeting.
We hope that you will attend the meeting in person, but even if you are planning
to come, we strongly encourage you to designate the proxies named on the
enclosed card to vote your shares. This will ensure that your shares will be
represented at the meeting. The accompanying proxy statement explains more about
proxy voting. Please read it carefully. We look forward to your participation.
Sincerely,
/s/MICHAEL L. MUSTO
Michael L. Musto
Chairman of the Board of Directors
and Chief Executive Officer
<PAGE> 3
REPTRON ELECTRONICS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 2000
On Monday, May 22, 2000, Reptron Electronics, Inc. will hold its 2000 Annual
Meeting of Shareholders at Reptron's headquarters located at 14401 McCormick
Drive, Tampa, Florida 33626. The meeting will begin at 9:00 a.m., local time.
We are holding this meeting to:
1. Elect two Class III directors to hold office for three year terms
expiring in 2003; and
2. Attend to other business properly presented at the meeting.
Your Board of Directors has selected April 4, 2000 as the record date for
determining shareholders entitled to vote at the meeting.
This proxy statement, proxy card and Reptron's 1999 Annual Report to
Shareholders are being mailed on or about April 27, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Leigh A. Lane
Leigh A. Lane
Secretary
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
QUESTIONS AND ANSWERS....................................... 1
PROPOSALS YOU MAY VOTE ON................................... 3
Proposal 1. Election of Directors.................... 3
STOCK OWNERSHIP............................................. 5
Stock Ownership Table................................ 5
Section 16(a) Beneficial Ownership Reporting
Compliance.......................................... 7
DIRECTORS AND EXECUTIVE OFFICERS............................ 8
EXECUTIVE COMPENSATION...................................... 11
Summary Compensation Table........................... 11
Option Grants During Fiscal Year 1999................ 11
Option Exercises During Fiscal Year 1999 and Fiscal
Year End Option Values.............................. 12
10-Year Option Repricings............................ 12
Compensation Committee Interlocks and Insider
Participation....................................... 13
Compensation Committee Report on Executive
Compensation........................................ 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 15
REPTRON STOCK PRICE PERFORMANCE GRAPH....................... 16
SHAREHOLDER PROPOSALS....................................... 17
INDEPENDENT AUDITORS........................................ 17
OTHER MATTERS............................................... 17
</TABLE>
<PAGE> 5
QUESTIONS AND ANSWERS
- --------------------------------------------------------------------------------
Q: WHY DID YOU SEND ME THIS PROXY STATEMENT?
A: We sent you this proxy statement and the enclosed proxy card because
Reptron's Board of Directors is soliciting your proxy to vote your shares at
Reptron's 2000 Annual Meeting of Shareholders. This proxy statement
summarizes information that we are required to provide to you under the rules
of the Securities and Exchange Commission ("SEC") and which is designed to
assist you in voting.
- --------------------------------------------------------------------------------
Q: WHAT MAY I VOTE ON?
A: (1) The election of two Class III directors to hold office for three year
terms expiring in 2003; and
(2) Any other business properly presented at the Annual Meeting.
- --------------------------------------------------------------------------------
Q: HOW DOES REPTRON'S BOARD OF DIRECTORS RECOMMEND I VOTE ON THE PROPOSALS?
A: Reptron's Board of Directors recommends a vote FOR each of the proposals.
- --------------------------------------------------------------------------------
Q: WHO IS ENTITLED TO VOTE?
A: Only those Shareholders who owned Reptron common stock at the close of
business on April 4, 2000 (the "Record Date") are entitled to vote at the
Annual Meeting.
- --------------------------------------------------------------------------------
Q: HOW DO I VOTE?
A: You may vote your shares either in person or by proxy. Whether you plan to
attend the meeting and vote in person or not, we urge you to complete the
enclosed proxy card and return it promptly in the enclosed envelope. If you
return your signed proxy card but do not mark the boxes showing how you wish
to vote, your shares will be voted FOR the proposals. You have the right to
revoke your proxy at any time before the meeting by:
- notifying Reptron's Corporate Secretary in writing;
- voting in person; or
- returning a later-dated proxy card.
- --------------------------------------------------------------------------------
Q: HOW MANY SHARES CAN VOTE?
A: As of the Record Date 6,182,744 shares of Reptron's common stock were issued
and outstanding. Every Reptron shareholder is entitled to one vote for each
share of common stock held on the Record Date.
1
<PAGE> 6
- --------------------------------------------------------------------------------
Q: WHAT IS A "QUORUM"?
A: A "quorum" is a majority of the outstanding shares of Reptron's common stock.
The shares may be present at the meeting or represented by proxy. There must
be a quorum for the meeting to be held. If you submit a properly executed
proxy card, even if you abstain from voting, you will be considered part of
the quorum.
- --------------------------------------------------------------------------------
Q: HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?
A: Although we do not know of any business to be considered at the Annual
Meeting other than the proposals described in this proxy statement, if any
other business is properly presented at the Annual Meeting, your signed proxy
card gives authority to Paul J. Plante, Reptron's President and Chief
Operating Officer and William L. Elson, a member of Reptron's Board of
Directors, or either of them, to vote on such matters at their discretion.
- --------------------------------------------------------------------------------
Q: WHEN ARE THE SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF
SHAREHOLDERS DUE?
A: All shareholder proposals to be considered for inclusion in next year's proxy
statement must be submitted in writing, no later than December 28, 2000, to
Leigh A. Lane, Corporate Secretary, Reptron Electronics, Inc., 14401
McCormick Drive, Tampa, Florida 33626.
- --------------------------------------------------------------------------------
Q: WHO WILL PAY FOR THIS PROXY SOLICITATION?
A: Reptron will pay all the costs of soliciting these proxies. In addition to
mailing proxy solicitation materials, our directors and employees may also
solicit proxies in person, by telephone or by other electronic means of
communication. We will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation materials to our shareholders.
- --------------------------------------------------------------------------------
2
<PAGE> 7
PROPOSALS YOU MAY VOTE ON
PROPOSAL 1. ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
Reptron's Board of Directors is divided into three classes serving
staggered three-year terms. The current terms of the three classes of directors
expire in 2000 (Class III directors), 2001 (Class II directors) and 2002 (Class
I directors). At the Annual Meeting, you and the other shareholders will elect
two individuals to serve as directors until the 2003 Annual Meeting of
Shareholders. The Board of Directors has nominated Leigh A. Lane and Vincent
Addonisio to stand for election at the Annual Meeting for Class III director
seats. Detailed information on each nominee and other members of our Board of
Directors is provided on pages 8 to 10. Ms. Lane is a current member of our
Board of Directors.
The individuals named as proxies will vote the enclosed proxy for the
election of Ms. Lane and Mr. Addonisio unless you direct them to withhold your
votes. If either nominee becomes unable or unwilling to stand for election, the
Board may reduce its size or designate a substitute. If a substitute is
designated, proxies voting on the original nominee will be cast for the
substituted nominee.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
- --------------------------------------------------------------------------------
The full Board of Directors considers all major decisions concerning
Reptron. However, the Board has established the following three standing
committees in order that certain important areas can be addressed in more depth
than may be possible in a full Board meeting:
- - COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
Reptron's compensation plans covering the chief executive officer; reviews
the compensation of the other executive officers; reviews the competitiveness
of Reptron's total compensation practices; determines the annual base salary
and incentive awards to be paid to the chief executive officer and reviews
the annual base salary and incentive awards to be paid to the other executive
officers. The members of the Compensation Committee are William L. Elson and
John J. Mitcham. The Compensation Committee held one meeting in 1999.
- - AUDIT COMMITTEE. The Audit Committee reviews the professional services and
independence of Reptron's independent auditors, and Reptron's accounts,
procedures and internal controls. The Audit Committee recommends to the Board
of Directors for appointment the firm selected to be independent public
accountants for Reptron and monitors the performance of such accounting firm;
reviews and approves the scope of the annual audit; reviews and evaluates
with the independent public accountants Reptron's annual audit and annual
consolidated financial statements; reviews with management the status of
internal accounting controls; evaluates problem areas having
3
<PAGE> 8
a potential financial impact on Reptron that may be brought to its attention
by management, the independent accountants or the Board; and evaluates all
public financial reporting documents of Reptron. The members of the Audit
Committee are currently William L. Elson and John J. Mitcham. If elected,
Vincent Addonisio will become a member of the Audit Committee. The Audit
Committee held six meetings in 1999.
- - STOCK OPTION COMMITTEE. The Stock Option Committee is responsible for
selecting the recipients of options to purchase shares of Reptron's common
stock, determining the terms and conditions and number of shares of common
stock subject to each option and making any other determinations necessary or
advisable for the administration of Reptron's Incentive Stock Option Plan and
Non-Employee Director Stock Option Plan. The members of the Stock Option
Committee are Michael L. Musto and Leigh A. Lane. The Stock Option Committee
held two meetings in 1999.
Reptron does not have a nominating committee. This function is performed by
the Board of Directors. The Board of Directors met six times during 1999. Each
director attended more than 75% of the total number of meetings of the Board and
Committees on which he or she served.
COMPENSATION OF DIRECTORS
- --------------------------------------------------------------------------------
Directors who are not employees of Reptron are paid $6,000 annually plus
$1,000 for each Board meeting attended, and $1,000 for each committee meeting
attended if such meeting occurs on a day other than a scheduled meeting of the
Board of Directors. In addition, Reptron reserved 350,000 shares of Reptron's
common stock for future issuance upon the exercise of stock options that may be
granted to its non-employee directors. All directors receive reimbursement of
reasonable out-of-pocket expenses incurred in connection with meetings of the
Board of Directors. No director who is an employee of Reptron receives separate
compensation for services rendered as a director.
VOTE REQUIRED; RECOMMENDATION
- --------------------------------------------------------------------------------
The two nominees for election as directors will be elected at the meeting
by a plurality of all the votes cast at the meeting, meaning that the two
nominees for director who receive the most votes will be elected. In an
uncontested election for directors, the plurality requirement is not a factor. A
properly executed proxy marked "WITHHOLD AUTHORITY" with respect to the election
of a director will not be voted with respect to the director indicated, although
it will be counted for purposes of determining whether there is a quorum. Your
Board of Directors unanimously recommends a vote FOR each of the nominees for
election as a director.
4
<PAGE> 9
STOCK OWNERSHIP
The following table shows the amount of Reptron common stock beneficially
owned (unless otherwise indicated) as of the Record Date by (1) any person who
is known by Reptron to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (2) Reptron's directors, (3) the executive
officers named in the Summary Compensation Table below, and (4) all directors
and executive officers of Reptron as a group.
STOCK OWNERSHIP TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Beneficially Owned
Number Percent
---------- --------
<S> <C> <C>
Directors and Named Executive Officers
Michael L. Musto(1)......................................... 2,223,252 34.4%
Paul J. Plante(2)........................................... 204,105 3.2%
Patrick J. Flynn(3)......................................... 92,500 1.5%
Jack Killoren(4)............................................ 103,000 1.7%
Michael R. Nichols(5)....................................... 91,035 1.5%
Leigh A. Lane(6)............................................ 3,799 *
Vincent Addonisio........................................... -0- --
William L. Elson(7)......................................... 42,300 *
John J. Mitcham(8).......................................... 25,000 *
All directors and executive officers as a group (12 persons,
including those named above).............................. 2,794,991 41.0%
Shareholders
Milan Mandaric(9)........................................... 1,006,100 16.3%
One Oakwood Boulevard, Suite 200
Hollywood, Florida 33020
Ryback Management Corporation(10)........................... 473,684 7.7%
7711 Carondelet Avenue
St. Louis, Missouri 63105
Dimensional Fund Advisors, Inc.(11)......................... 399,200 6.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
American Express Company(12)................................ 543,446 8.8%
American Express Tower
200 Vesy Street
New York, New York 10285
</TABLE>
5
<PAGE> 10
<TABLE>
<CAPTION>
Shares Beneficially Owned
Number Percent
---------- --------
<S> <C> <C>
Forum Capital Markets LLC(13)............................... 468,686 7.6%
53 Forest Ave., 3rd Floor
Old Greenwich, CT 06870
Avenir Corporation(14)...................................... 548,265 8.9%
1725 K St., NW, Suite 401
Washington, DC 20006
</TABLE>
- ------------------------------
* Less than 1% of the outstanding common stock.
(1) Includes 280,700 shares of common stock issuable to the Michael L. Musto
Revocable Living Trust (the "MLM Trust") upon the conversion of the 6 3/4%
Convertible Subordinated Notes due 2004 (the "Notes"), of which half were
purchased by the MLM Trust on January 7, 1999 and half were purchased on
August 26, 1999, which are convertible into shares of Reptron common stock
at the rate of 35.0877 shares of common stock per $1,000 principal amount
of the Notes and 1,942,552 shares held by MLM Investment Company Limited
Partnership ("MLMLP") of which MLM, Inc., a Nevada corporation ("MLM,
Inc."), is the managing general partner; Mr. Musto is the president and
controlling shareholder of MLM, Inc., and has sole voting and dispositive
power over the shares held by MLMLP. Excludes 4,000 shares subject to
options that are currently exercisable by Mr. Musto's mother.
(2) Includes 200,000 shares of common stock that are subject to options and are
currently exercisable and 4,105 shares of common stock held in an IRA and
issuable to Mr. Plante's spouse upon the conversion of the Notes.
(3) The number of shares of common stock shown in the table are subject to
options and are currently exercisable.
(4) Includes 10,000 shares of common stock that are subject to options and are
currently exercisable.
(5) Includes 300 shares held by a Custodian Account and 30,000 shares of common
stock that are subject to options and are currently exercisable.
(6) Includes 2,500 shares of common stock that are subject to options and are
currently exercisable.
(7) Includes 12,300 shares of common stock held by the William L. Elson P.C.
Profit Sharing Plan and 30,000 shares of common stock that are subject to
options and are currently exercisable.
(8) Includes 5,000 shares of common stock that are subject to options and are
currently exercisable.
(9) The number of shares shown in the table is based upon a Schedule 13G filed
with the SEC on September 10, 1998.
(10) The number of shares shown in the table is based upon a Schedule 13G filed
with the SEC on February 10, 1999.
(11) The number of shares shown in the table is based upon a Schedule 13G filed
with the SEC on February 3, 2000.
(12) The number of shares shown in the table is based upon a Schedule 13G filed
with the SEC on February 8, 2000.
(13) The number of shares shown in the table is based upon a Schedule 13G/A
filed with the SEC on February 8, 2000.
6
<PAGE> 11
(14) The number of shares shown in the table is based upon a Schedule 13G/A
filed with the SEC on February 15, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Under U.S. securities laws, directors, executive officers and persons
holding more than 10% of Reptron's common stock must report their initial
ownership of the common stock and any changes in that ownership to the SEC. The
SEC has designated specific due dates for these reports and Reptron must
identify in this proxy statement those persons who did not file these reports
when due. Based solely on its review of copies of the reports filed with the SEC
and written representations of its directors and executive officers, Reptron
believes that only the following reports were not filed in fiscal 1999: Mr. Jack
Killoren failed to timely file four Form 4s reporting 16 transactions and Mr.
Michael Branca failed to timely file a Form 5 reporting one transaction.
7
<PAGE> 12
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information, as of the Record Date, concerning
Reptron's executive officers, continuing directors, and nominees for election as
directors.
<TABLE>
<CAPTION>
Year First
Became a
Name Position(s) Age Director
- ---- ----------- --- ----------
<S> <C> <C> <C>
Michael L. Musto(1)................... Chief Executive Officer and Director 58 1973
(Class I -- term expiring in 2002)
Paul J. Plante........................ President, Chief Operating Officer and 41 1994
Director (Class I -- term expiring in
2002)
Michael Branca........................ Chief Financial Officer 40 --
Patrick J. Flynn...................... President -- K-Byte Manufacturing 59 --
Division
Jack Killoren......................... Vice President -- Passive Component 48 --
Marketing
Michael R. Nichols.................... Vice President -- Sales 43 --
Keith Steenland....................... Vice President -- Semiconductor 51 --
Marketing
Neil Kreitman......................... Chief Operating Officer -- K-Byte 43 --
Manufacturing Division
Leigh A. Lane(1)(2)................... Corporate Credit Manager, Secretary 35 1994
and Director (Class III -- term
expiring in 2000; director nominee for
a term expiring in 2003)
Vincent Addonisio(3).................. Director (Class III -- director 45 nominee
nominee for a term expiring in 2003)
William L. Elson(4)................... Director (Class II -- term expiring in 52 1994
2001)
John J. Mitcham(4).................... Director (Class II -- term expiring in 58 1998
2001)
</TABLE>
- ---------------
(1) Mr. Musto and Ms. Lane serve on Reptron's Stock Option Committee.
(2) Ms. Lane is the daughter of Mr. Musto.
(3) If elected, Mr. Addonisio will serve on Reptron's Audit Committee.
(4) Messrs. Elson and Mitcham serve on Reptron's Audit and Compensation
Committees.
MICHAEL L. MUSTO. Mr. Musto has been Chief Executive Officer and a director
of Reptron since its inception in 1973. He was President of Reptron from 1973 to
1999. Prior to 1973, Mr. Musto worked for nine years in electronic components
distribution for Northland Electronics and Diplomat Electronics.
8
<PAGE> 13
PAUL J. PLANTE. Mr. Plante was appointed President of Reptron in December
1999 and Chief Operating Officer of Reptron in January 1997 and has been a
director since 1994. Mr. Plante has been employed by Reptron since 1986, and
previously served as its Vice President of Finance, Chief Financial Officer and
Treasurer (1987-1997). From 1983-1986, he was Controller of K-Byte
Manufacturing, which is now a division of Reptron. Prior to 1983, Mr. Plante
worked for a regional accounting firm (1980-83). Mr. Plante is a Certified
Public Accountant and is a graduate of Michigan State University, with a
Bachelor of Arts degree in accounting. He also has an MBA degree from the
University of South Florida.
MICHAEL BRANCA. Mr. Branca was appointed Chief Financial Officer in July
1997. Prior to joining Reptron, Mr. Branca served as Vice President of Business
Development and Financial Operations at Utility Partners, LC from 1996 to 1997
and Chief Financial Officer of IVANS, Inc.'s wholly owned subsidiary, Pivotal,
Inc., from 1995 to 1996. From 1982 to 1995, Mr. Branca held various positions
with IBM Corporation ("IBM"), including Division Controller for IBM's Multimedia
Systems Division and Controller for IBM's Enterprise Systems Division. Mr.
Branca has a Bachelor of Science degree in Business Management from Cornell
University and a MBA in Finance from the University of Scranton.
PATRICK J. FLYNN. Mr. Flynn has been employed by Reptron since 1986 as
President of K-Byte Manufacturing. He has over 30 years of experience in the
electronics business. He was employed by the KTB Group (an engineering firm) in
Detroit from 1966 to 1983. During his employment with the KTB Group, Mr. Flynn
served in a number of capacities, including as Executive Vice President and
Chief Operating Officer. He purchased K-Byte Manufacturing from the KTB Group in
1983 and was the sole owner of K-Byte Manufacturing prior to its acquisition by
Reptron in 1986. Mr. Flynn is a graduate of the University of Detroit with a
Bachelor of Science degree in electrical engineering.
JACK KILLOREN. Mr. Killoren has served as Reptron's Vice President of
Passive Component Marketing since 1998. Prior to joining Reptron, Mr. Killoren
was Senior Vice President of Marketing of Sterling Electronics, Inc.
(1987-1998). He is a graduate of Southwest Missouri State University with a
Bachelor of Science degree in industrial technology and a minor in business
administration.
MICHAEL R. NICHOLS. Mr. Nichols was promoted to Vice President of Sales in
1990 and is responsible for all sales activity for Reptron Distribution. Prior
to his current role, Mr. Nichols held several positions with Reptron, including
southeast regional sales manager (1985-1990), sales manager for the Tampa sales
office (1982-1985) and field salesperson. Mr. Nichols has been employed by
Reptron since 1978. He is a graduate of the University of Florida with a
Bachelor of Arts degree in management and marketing.
KEITH STEENLAND. Mr. Steenland has served as Reptron's Vice President of
Semiconductor Marketing since 1998. Prior to joining Reptron, Mr. Steenland was
employed by Sterling Electronics, Inc. as Vice President of Semiconductor
Marketing (1994-1998) and General Manager (1993-1994).
9
<PAGE> 14
NEIL KREITMAN. Mr. Kreitman joined Reptron as Vice President of K-Byte
Manufacturing Division in 1997 and became Chief Operating Officer of K-Byte
Manufacturing in January 1998. Prior to joining Reptron, Mr. Kreitman served as
Director of AT&T Paradyne Corporation (1991-1994) and Senior Vice President of
Operations of Westell Inc. (1995-1997).
LEIGH A. LANE. Ms. Lane serves as Reptron's secretary and has been a
director since 1994. Ms. Lane has served in a number of administrative
positions, including Operations Manager (1989-1991) and Corporate Credit Manager
(1991-present).
VINCENT ADDONISIO. Mr. Addonisio is a nominee for election as a director.
Mr. Addonisio has served as an executive of IMRglobal Corp., a Florida
corporation ("IMRglobal") since 1998, currently serving as Executive Vice
President. He has also served as a director of IMRglobal since 1996. Mr.
Addonisio was President of Parker Communications Network, Inc., a privately-held
point of sale marketing network company, from 1997 to 1998. From 1993 to 1996,
Mr. Addonisio was a director and served in various executive positions with ABR
Information Services, Inc., including Executive Vice President, Chief Financial
Officer and Treasurer. Mr. Addonisio is a Certified Public Accountant and holds
a Bachelor of Science degree in Accounting from the Binghamton University (SUNY)
and a MBA from the Georgia Institute of Technology.
WILLIAM L. ELSON. Mr. Elson has served as Reptron's outside general counsel
since 1979 and has been a director since 1994. He has practiced law as a sole
practitioner since 1975 and worked for Coopers & Lybrand from 1973 to 1975. Mr.
Elson is a Certified Public Accountant and is a graduate of Wayne State
University, with a J.D. degree and a Bachelor of Science degree in accounting.
JOHN J. MITCHAM. Mr. Mitcham has been a director of Reptron since 1998.
Since 1995, Mr. Mitcham has been President and Chief Executive Officer of
Tricord Systems, Inc. and serves on that Company's Board of Directors.
Previously, Mr. Mitcham served as President of AT&T Paradyne Corporation and
President of Paradyne Corporation (1988-1995). Mr. Mitcham holds a Bachelor's
degree in business administration from the University of Texas.
10
<PAGE> 15
EXECUTIVE COMPENSATION
Under rules established by the SEC, Reptron is required to provide certain
information concerning total compensation earned or paid to: (1) the Chief
Executive Officer of Reptron and (2) the four other most highly compensated
executive officers whose annual salaries and bonuses exceeded $100,000 during
1999 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
The following table sets forth certain compensation information for the
Named Executive Officers.
<TABLE>
<CAPTION>
Annual
Compensation(1)
Fiscal ----------------------- All Other
Name and Principal Position Year Salary($)(2) Bonus($) Compensation($)(3)
--------------------------- ------ ------------ -------- ------------------
<S> <C> <C> <C> <C>
Michael L. Musto................................ 1999 $400,000 $ -- $ 822
Chairman of the Board 1998 400,000 -- 15
and Chief Executive Officer 1997 400,000 -- 41
Paul J. Plante.................................. 1999 $300,000 $ -- $1,514
President and 1998 300,000 -- 915
Chief Operating Officer 1997 250,000 -- 941
Patrick J. Flynn................................ 1999 $250,000 -- $1,302
President, 1998 250,000 -- 915
K-Byte Manufacturing Division 1997 225,000 -- 941
Jack Killoren................................... 1999 $220,000 $30,000 $ 822
Vice President, 1998 250,000 -- 915
Passive Component Marketing 1997 -- -- --
Michael R. Nichols.............................. 1999 $200,000 $50,000 $ 822
Vice President, 1998 200,000 42,000 15
Sales 1997 200,000 -- 41
</TABLE>
- ---------------
(1) The aggregate amount of perquisites and other personal benefits, if any, did
not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
reported for each Named Executive Officer and has therefore been omitted.
(2) Includes any amount deferred by the executive pursuant to Reptron's 401(k)
plan.
(3) Includes annual premiums paid by Reptron for a $10,000 life insurance policy
for each of the executive officers. Also includes the amount contributed by
Reptron to the account of each Named Executive Officer under Reptron's
401(k) plan.
OPTION GRANTS DURING FISCAL YEAR 1999
- --------------------------------------------------------------------------------
No options were granted to the Named Executive Officers during 1999.
11
<PAGE> 16
OPTION EXERCISES DURING FISCAL YEAR 1999 AND FISCAL YEAR END OPTION VALUES
- --------------------------------------------------------------------------------
The following table sets forth information concerning options exercised by
the Named Executive Officers during fiscal year 1999 and the number and value of
options held at fiscal year end. Reptron does not have any outstanding stock
appreciation rights.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-The-Money Options at
Shares December 31, 1999(1) December 31, 1999
Acquired --------------------------- ---------------------------
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael L. Musto -- -- -- -- -- --
Paul J. Plante -- -- 200,000 -- $550,000 --
Patrick J. Flynn -- -- 37,500 12,500 $103,125 $34,375
Jack Killoren -- -- 10,000 10,000 $ 27,500 $27,500
Michael R. Nichols -- -- 30,000 10,000 $ 82,500 $27,500
</TABLE>
- ---------------
(1) The closing price for Reptron's common stock as reported on Nasdaq on
December 31, 1999 was $8.75. Value is calculated on the basis of the
difference between the option exercise price and $8.75 multiplied by the
number of shares of Reptron's common stock to which the exercise relates.
(2) Value realized is calculated based on the difference between the option
exercise price and the closing market price of Reptron's common stock on the
date of exercise multiplied by the number of shares to which the exercise
relates.
10-YEAR OPTION REPRICINGS
- --------------------------------------------------------------------------------
The following table sets forth information concerning the repricing of
stock options held by the Named Executive Officers during the last 10 years.
<TABLE>
<CAPTION>
Number of
Securities Length of Original
Underlying Market Price of Exercise Price at Option Term
Options Stock at Time of Time of Remaining at Date
Repriced or Repricing or Repricing or New Exercise of Repricing or
Name Date Amended Amendment Amendment Price Amendment(1)
- ---- -------- ----------- ---------------- ----------------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Michael L. Musto -- -- -- -- -- --
Paul J. Plante 11/02/98 50,000 $4.00 $18.00 $6.00 8 years
11/02/98 150,000 $4.00 $11.00 $6.00 9 years
Patrick J. Flynn 11/02/98 10,000 $4.00 $18.00 $6.00 8 years
11/02/98 40,000 $4.00 $18.00 $6.00 8 years
Jack Killoren 11/02/98 20,000 $4.00 $12.07 $6.00 9 years
Michael R. Nichols 11/02/98 40,000 $4.00 $18.00 $6.00 8 years
</TABLE>
- ------------------------------
(1) The length of original option terms did not change as a result of the
repricing. Represents approximate years remaining.
12
<PAGE> 17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- --------------------------------------------------------------------------------
During 1999, the Compensation Committee consisted of Messrs. Elson and
Mitcham, both of whom are outside directors. Under rules established by the SEC,
Reptron is required to provide a description of certain transactions and
relationships between either Compensation Committee member and Reptron. Mr.
Elson provides legal services to Reptron and received approximately $200,000 for
services rendered during 1999.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
The following Report of the Compensation Committee and the performance
graph included elsewhere in this Proxy Statement do not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Reptron filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent Reptron specifically incorporates this Report
or the performance graph by reference in such filings.
COMPENSATION POLICY: Reptron's compensation program for executives consists of
three key elements:
- a base salary
- a performance-based annual bonus
- periodic grants of stock options
The Compensation Committee believes that this three-part approach best
serves the interests of Reptron and its shareholders because it enables Reptron
to meet the requirements of the highly competitive environment in which Reptron
operates while ensuring that executive officers are compensated in a way that
advances both the short-and long-term interests of shareholders. In determining
compensation, consideration is given both to Reptron's overall performance and
to individual performance, taking into account the contributions made by the
executive toward improving Reptron's performance. Consideration is also given to
the executive's position, location and level of responsibility, and the job
performance of the executive in planning, providing direction for, and
implementing Reptron's strategy. The Committee's primary objective in
establishing compensation programs is to support Reptron's goal of maximizing
the value of shareholders' investment in Reptron.
- - BASE SALARY. Base salaries for Reptron's executive officers, as well as
changes in such salaries, are based upon such factors as competitive industry
salaries; a subjective assessment of the nature of the position; the
contribution and experience of the executive, and the length of the
executive's service. The Committee believes that Reptron's compensation of its
executive officers falls within the median of industry compensation levels.
Base salaries are based upon qualitative and subjective factors, and no
specific formula is applied to determine the weight of each factor.
13
<PAGE> 18
- - ANNUAL BONUS. Payments to Reptron's executive officers under annual bonus
plans are earned through successful completion of stated objectives, which
Reptron has determined to be critical elements for successful operations. The
Chief Executive Officer and Chief Operating Officer are eligible to receive
annual bonus payments based solely on achieving certain levels of
profitability.
- - STOCK OPTIONS. Reptron's long term incentives are in the form of stock option
awards. The objective of these awards is to advance Reptron's and its
shareholders' longer term interests and complement incentives tied to annual
performance. These awards provide rewards to executives upon the creation of
incremental shareholder value and attainment of long term earnings goals.
Stock options only produce value to executives if the price of Reptron's stock
appreciates, thereby directly linking the interests of our executives with
those of our shareholders. The executive's right to the stock options vests
over a period prescribed by Reptron's Stock Option Committee.
COMPENSATION OF REPTRON'S CHIEF EXECUTIVE OFFICER: Mr. Michael L. Musto's
compensation results from his participation in the same compensation program as
the other executives of Reptron. Mr. Musto's 1999 compensation was reviewed by
the Compensation Committee applying the principles outlined above in the same
manner as they were applied to the other executives of Reptron. In addition, the
Committee reviews the compensation paid to chief executive officers of
comparable companies and considers those compensation levels in determining Mr.
Musto's compensation.
INTERNAL REVENUE CODE LIMITS ON DEDUCTIBILITY OF COMPENSATION: Section 162(m)
of the Internal Revenue Code generally disallows a tax deduction to public
corporations for compensation over $1,000,000 paid for any fiscal year to the
corporation's chief executive officer and four other most highly compensated
executive officers as of the end of any fiscal year. However, the statute
exempts qualifying performance-based compensation from the deduction limit if
certain requirements are met. Reptron expects no adverse tax consequences under
Section 162(m) for 1999.
Submitted by the Compensation Committee
William L. Elson
John J. Mitcham
14
<PAGE> 19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, Reptron and its subsidiaries engage in transactions with
companies where one of Reptron's executive officers or directors or a member of
his or her immediate family has a direct or indirect interest. All of these
transactions, including those described below, are in the ordinary course of
business and at competitive rates and prices.
Reptron leases one of its sales offices (located in Detroit, Michigan) from
Michael L. Musto, Reptron's Chief Executive Officer. This facility was the
headquarters of Reptron prior to the relocation to Tampa in 1986. The building
includes office and warehouse space and totals approximately 10,000 square feet.
Rent expense on this facility totaled $72,000 in 1999. The lease expires in
November 2003. Reptron's K-Byte Manufacturing division leases a total of 110,000
square feet of manufacturing and administrative offices in Hibbing, Minnesota,
which facility is owned in part by four individuals on the senior management
team of K-Byte Manufacturing. Rent expense on these offices totaled $420,522 in
1999. The lease expires in December 2002.
15
<PAGE> 20
REPTRON STOCK PRICE PERFORMANCE GRAPH
The following graph is a comparison of the cumulative total returns for
Reptron's common stock as compared with the cumulative total return for the
NASDAQ Stock Market (U.S.) Index and the average performance of a group
consisting of Reptron's peer corporations on a line-of-business basis. The
corporations making up the peer companies group are Bell Microproducts,
Benchmark Electronics, DII Group, IEC Electronics, Jaco Electronics, Kent
Electronics, Nu Horizons Electronics Corp. and Sanmina Corporation. The
cumulative return of Reptron was computed by dividing the difference between the
price of Reptron's common stock at the end and the beginning of the measurement
period (December 30, 1994 to December 31, 1999) by the price of Reptron's common
stock at the beginning of the measurement period. The total return calculations
are based upon an assumed $100 investment on December 30, 1994.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG REPTRON ELECTRONICS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND PEER GROUP
<TABLE>
<CAPTION>
REPTRON PEER NASDAQ
------- ---- ------
<S> <C> <C> <C>
12/94 $100.00 $100.00 $100.00
3/95 142.25 109.38 108.95
6/95 178.37 131.39 124.62
9/95 201.41 153.62 139.63
12/95 171.83 156.35 141.33
3/96 183.92 169.97 147.95
6/96 198.59 155.46 160.01
9/96 200.00 132.00 165.70
12/96 232.39 150.73 173.89
3/97 229.58 149.74 164.46
6/97 270.42 220.80 194.59
9/97 206.36 250.31 227.52
12/97 116.90 163.23 213.07
3/98 129.58 148.98 249.36
6/98 126.06 132.26 256.21
9/98 57.75 102.41 231.37
12/98 58.45 151.76 300.25
3/99 40.85 123.27 335.85
6/99 40.14 167.17 367.47
9/99 47.89 178.33 375.28
12/99 98.59 205.73 542.43
</TABLE>
* $100 INVESTED ON 12/30/94 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.
16
<PAGE> 21
SHAREHOLDER PROPOSALS
Shareholders interested in presenting a proposal for consideration at
Reptron's Annual Meeting of Shareholders in 2001 may do so by following the
procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934
and Reptron's bylaws. To be eligible for inclusion, shareholder proposals must
be received by Reptron's Corporate Secretary no later than December 28, 2000.
INDEPENDENT AUDITORS
Our consolidated financial statements for the year ended December 31, 1999
have been audited by Grant Thornton LLP, independent auditors. A representative
of Grant Thornton LLP will be present at the meeting in order to respond to
appropriate questions and to make any other statement deemed appropriate.
The Board of Directors selects the independent auditors for Reptron each
year. The Board of Directors intends to continue the services of Grant Thornton
LLP for the fiscal year ending December 31, 2000.
OTHER MATTERS
As of the date of this proxy statement, Reptron knows of no business that
will be presented for consideration at the Annual Meeting of Shareholders other
than the items referred to above. If any other matter is properly brought before
the meeting for action by shareholders, proxies in the enclosed form returned to
Reptron will be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
17
<PAGE> 22
DETACH HERE
REPTRON ELECTRONICS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints PAUL J. PLANTE and WILLIAM L. ELSON, or
either of them, each with power of substitution and revocation, as the proxy or
proxies of the undersigned to represent the undersigned and vote all shares of
the Common Stock of Reptron Electronics, Inc. that the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
Reptron Electronics, Inc., to be held at Reptron's headquarters located at 14401
McCormick Drive, Tampa, Florida 33626, on May 22, 2000, at 9:00 a.m., and at any
adjournments thereof, upon the matters set forth on the reverse side and more
fully described in the Notice and Proxy Statement for said Meeting and in their
discretion upon all other matters that may properly come before said Meeting.
<TABLE>
<S> <C>
------------------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
------------------------
</TABLE>
<PAGE> 23
<TABLE>
<S> <C> <C>
PLEASE MARK DETACH HERE
[X] VOTES AS IN
THIS EXAMPLE.
</TABLE>
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE CHOICES
MADE. WHEN NO CHOICE IS MADE, THIS PROXY WILL BE VOTED FOR THE LISTED NOMINEES
FOR DIRECTOR AND AS THE PROXYHOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.
1. Election of Directors NOMINEES: Leigh A. Lane and Vincent Addonisio
[ ] FOR ALL NOMINEES [ ] WITHHELD FOR ALL NOMINEES
[ ]
- --------------------------------------------------------------------------------
For all nominees except as noted on the line above
2. With discretionary authority on such other matters as may properly come
before the Annual Meeting.
MARK HERE IF YOU PLAN TO ATTEND THE
ANNUAL MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE
AT LEFT [ ]
The Annual Meeting may be held as
scheduled only if a majority of the
shares outstanding are represented at
the Annual Meeting by attendance or
proxy. Accordingly, please complete
this proxy and return it promptly in
the enclosed envelope.
Please date and sign exactly as your
name(s) appear on your shares. If
signing for estates, trusts,
partnerships, corporations or other
entities, your title or capacity should
be stated. If shares are held jointly,
each holder should sign.
DATED: 2000
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
---------------------------------------
Signature
---------------------------------------
Signature, if held jointly
