<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to [Section]240.14a-11(c) or
[Section]240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Micrion Corporation
(Name of Registrant as Specified In Its Charter)
Micrion Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
MICRION CORPORATION
ONE CORPORATION WAY
PEABODY, MASSACHUSETTS 01960
October 1, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Micrion Corporation (the "Company"), which will be held on Thursday, November
14, 1996 at 10:00 A.M., at the offices of Choate, Hall & Stewart, 36th Floor,
Exchange Place, 53 State Street, Boston, Massachusetts.
The following Notice of Annual Meeting of Stockholders and Proxy Statement
describe the items to be considered by the stockholders and contain certain
information about the Company and its officers and directors.
Please sign and return the enclosed proxy card as soon as possible in the
envelope provided so that your shares can be voted at the meeting in accordance
with your instructions. Even if you plan to attend the meeting, we urge you to
sign and promptly return the proxy card. You can revoke it at any time before it
is exercised at the meeting, or vote your shares personally if you attend the
meeting.
We look forward to seeing you.
Sincerely,
/s/ NICHOLAS P. ECONOMOU
NICHOLAS P. ECONOMOU
President and Chief Executive Officer
<PAGE> 3
MICRION CORPORATION
ONE CORPORATION WAY
PEABODY, MASSACHUSETTS 01960
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 14, 1996
The Annual Meeting of Stockholders of Micrion Corporation (the "Company")
will be held at the offices of Choate, Hall & Stewart, 36th Floor, Exchange
Place, 53 State Street, Boston, Massachusetts, on Thursday, November 14, 1996 at
10:00 A.M., for the following purposes:
1. To elect the Board of Directors of the Company;
2. To ratify the Board of Directors' selection of KPMG Peat Marwick
LLP as the Company's independent auditors for the fiscal year ending June
30, 1997; and
3. To transact such other business as may properly come before the
meeting, and any or all adjournments thereof.
Stockholders of record at the close of business on September 18, 1996 will
be entitled to notice of and to vote at the meeting and any adjournments
thereof.
By Order of the Board of Directors
/s/ ROSLYN G. DAUM
ROSLYN G. DAUM
Clerk
Dated: October 1, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE IN ORDER
THAT YOUR SHARES MAY BE REPRESENTED.
<PAGE> 4
MICRION CORPORATION
ONE CORPORATION WAY
PEABODY, MASSACHUSETTS 01960
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of common stock of Micrion
Corporation (hereinafter referred to as the "Company") in connection with the
solicitation of proxies to be voted at the Annual Meeting of Stockholders to be
held on November 14, 1996 and at any adjournment of that meeting. The enclosed
proxy is solicited on behalf of the Board of Directors of the Company. Each
properly signed proxy will be voted in accordance with the instructions
contained therein, and, if no choice is specified, the proxy will be voted in
favor of the proposals set forth in the Notice of Annual Meeting.
A person giving the enclosed proxy has the power to revoke it at any time
before it is exercised at the meeting, by written notice to the Clerk of the
Company, by sending a later dated proxy, or by revoking it in person at the
meeting.
The approximate date on which this Proxy Statement and the enclosed proxy
will first be sent to stockholders is October 1, 1996. The Company's Annual
Report to Stockholders for the year ended June 30, 1996 is being mailed together
with this Proxy Statement.
Only holders of common stock of record on the stock transfer books of the
Company at the close of business on September 18, 1996 (the "record date") will
be entitled to vote at the meeting. There were 4,033,363 shares of common stock
outstanding and entitled to vote on the record date.
Each share of common stock is entitled to one vote. The affirmative vote of
the holders of a plurality of the shares represented at the meeting, if a quorum
is present, is required for the election of directors. If a quorum is present,
approval of the other matters which are before the meeting will require the
affirmative vote at the meeting of the holders of a majority of votes cast with
respect to such matters.
For purposes of the matters before the Annual Meeting, under the Company's
By-Laws, a quorum consists of a majority of the issued and outstanding shares
entitled to vote on such matters as of the record date. Shares as to which a
nominee (such as a broker holding shares in street name for a beneficial owner)
has no voting authority in respect of such matter will be deemed represented for
quorum purposes but will not be deemed to be voting on such matters, and
therefore will not be counted as negative votes as to such matters. Votes will
be tabulated by the Company's transfer agent subject to the supervision of
persons designated by the Board of Directors as inspectors.
<PAGE> 5
STOCK OWNERSHIP OF DIRECTORS, NOMINEES, EXECUTIVE OFFICERS
AND PRINCIPAL STOCKHOLDERS
<TABLE>
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of August 15, 1996 by (a) each
director and nominee for director of the Company, (b) each of the executive
officers named in the Summary Compensation Table below, (c) each person known by
the Company to own beneficially 5% or more of its Common Stock and (d) all
current directors and executive officers as a group. Except as otherwise
indicated, each person has sole investment and voting power with respect to the
shares shown as being beneficially owned by such person, based on information
provided by such owners.
<CAPTION>
COMMON STOCK PERCENT OF
NAME BENEFICIALLY OWNED OUTSTANDING SHARES
- ---- ------------------ ------------------
<S> <C> <C>
Entities affiliated with 566,867(1) 13.8%
Hambrecht & Quist Group................................
One Bush Street
San Francisco, CA 94104
Fortuna Investment Partners, L.P......................... 254,554 6.3
100 Wilshire Blvd., 15th Fl.
Santa Monica, CA 90401
Nicholas P. Economou..................................... 98,233(2) 2.4
John A. Doherty.......................................... 58,438(3) 1.5
Robert K. McMenamin...................................... 29,465(4) *
Billy W. Ward............................................ 23,990(5) *
David M. Hunter.......................................... 18,047(6) *
Thomas W. Folger......................................... 5,000(7) *
Louis P. Valente......................................... 5,000(8) *
Charles M. McKenna....................................... 2,500(9) *
All current directors and executive officers as a group
(9 persons)............................................ 269,742(10) 6.6
<FN>
- ---------------
* Less than 1%.
(1) Consists of 136,921 shares and warrants to purchase 16 shares held by H&Q
Ventures IV; 109,631 shares held by H&Q Ventures International C.V.; 96,161
shares held by Hambrecht & Quist Group ("H&Q Group"); 63,195 shares held by
H&Q Ventures III; 62,300 shares held by Hambrecht & Quist L.P. Liquidating
Trust; 31,870 shares held by William R. Hambrecht; 18 shares held by Anglo-
Continental Venture Investors S.A.; 16 shares held by Hamquist; 12 shares
held by H&Q Investors; two shares held by H&Q Alliance Fund; warrants to
purchase 29 shares held by H&Q London Ventures; warrants to purchase 29
shares held by Hambrecht and Quist Guaranty Finance; and warrants to
purchase 66,667 shares held by RvR Securities Corp. Each of these entities
is an affiliate of H&Q Group, and H&Q Group has voting control over such
shares of Common Stock. William R. Hambrecht exercises sole dispositive and
voting power with respect to the shares held by the foregoing entities.
(2) Includes options to purchase 17,620 shares which are exercisable within 60
days after August 15, 1996.
(3) Includes options to purchase 6,058 shares which are exercisable within 60
days after August 15, 1996.
(4) Includes options to purchase 5,432 shares which are exercisable within 60
days after August 15, 1996.
(5) Includes options to purchase 13,157 shares which are exercisable within 60
days after August 15, 1996, and 3,717 shares held in trust under the Billy
W. Ward Family Trust, as to which shares Mr. Ward shares voting and
investment power and disclaims beneficial ownership.
(6) Includes options to purchase 6,071 shares which are exercisable within 60
days after August 15, 1996.
(7) Consists of options to purchase 5,000 shares which are exercisable within
60 days after August 15, 1996 held by Mr. Folger.
(8) Consists of options to purchase 5,000 shares which are exercisable within
60 days after August 15, 1996 held by Mr. Valente.
</TABLE>
2
<PAGE> 6
(9) Consists of options to purchase 2,500 shares which are exercisable within
60 days after August 15, 1996 held by Mr. McKenna.
(10) Includes options to purchase 66,271 shares which are exercisable within 60
days after August 15, 1996 held by executive officers and directors of the
Company.
ELECTION OF DIRECTORS
(ITEM 1 OF NOTICE)
There are currently five members of the Board of Directors. The Board has
fixed the number of directors for the ensuing year at five and has nominated
Nicholas P. Economou, Charles M. McKenna, Louis P. Valente and Thomas W. Folger
for re-election and Billy W. Ward for election to the Board of Directors. Each
of the nominees has consented to serve, if elected at the meeting, for a
one-year term expiring at the time of the Annual Meeting in 1997 and when his
successor is elected and qualified. The shares represented by the enclosed proxy
will be voted to elect the nominees unless such authority is withheld by marking
the proxy to that effect. The nominees have agreed to serve, but in the event
any becomes unavailable for any reason, the proxy, unless authority has been
withheld as to such nominee, may be voted for the election of a substitute.
<TABLE>
The following information is furnished with respect to each nominee for
election as a director.
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME AND AGE DURING LAST FIVE YEARS;
AS OF OCTOBER 1, 1996 DIRECTORSHIPS OF PUBLIC COMPANIES
- --------------------- --------------------------------------------
<S> <C>
Nicholas P. Economou, 47............. Dr. Economou has been President and a Director of the
Company since February 1990 and Chief Executive
Officer since August 1993. Dr. Economou joined the
Company in 1984 as the Director of Engineering and was
subsequently promoted to Vice President, Engineering,
prior to becoming President.
Louis P. Valente, 66................. Mr. Valente, a Director of the Company since 1989, was
a Senior Vice President of Acquisitions, Mergers and
Investments of EG&G, Inc., a diversified high
technology company, from 1991 until his retirement in
1995, and was Vice President of Corporate Development
from 1984 through 1991. Mr. Valente, a certified
public accountant, has continued as a consultant to
EG&G, Inc. since his retirement. He is also a director
of several privately held companies.
Thomas W. Folger, 68................. Mr. Folger, a Director of the Company since 1985, has
been a General Partner of the sole General Partner of
DeMuth, Folger & Wetherill, a venture capital firm,
since its formation in 1994, and a General Partner of
the sole General Partner of DeMuth, Folger & Terhune,
a venture capital firm, since its formation in 1983.
Prior to 1983, Mr. Folger was Vice President and a
member of the Board of Directors of Kidder, Peabody &
Co. Incorporated. Mr. Folger is a director of IEC
Electronics Corp., a provider of contract
manufacturing services for electronics companies.
Charles M. McKenna, 51............... Mr. McKenna, a Director of the Company since 1995, has
been Vice President of Varian Semiconductor Equipment
and General Manager of Varian's Ion Implant Systems, a
semiconductor equipment manufacturer, since 1989. He
has previously held technical positions with Varian
Corporation, IBM and Hughes Research Laboratories.
Billy W. Ward, 43.................... Mr. Ward, a nominee for Director, has been Senior Vice
President since January 1996 and was Vice President
and Chief Engineer of the Company from 1983 through
1995, and a Director of the Company from 1983 to 1984,
from 1988 to 1991 and from 1993 to 1994.
</TABLE>
3
<PAGE> 7
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors has Audit and Compensation Committees. It does not
have a nominating or similar committee.
The Audit Committee, which periodically meets with management and the
Company's independent accountants, reviews the results and scope of the audit
and other services provided by the Company's independent accountants, the need
for internal auditing procedures and the adequacy of internal controls. The
directors currently serving on the Audit Committee are Messrs. Valente, Folger
and McKenna. The Audit Committee met once during fiscal 1996.
The Compensation Committee establishes salaries for officers and incentives
and other forms of compensation for officers and other key employees;
administers the various incentive compensation and benefit plans; and recommends
policies relating to such plans. The directors currently serving on the
Compensation Committee are Messrs. Valente, Folger and McKenna. The Compensation
Committee met three times during fiscal 1996.
During fiscal 1996, the Board of Directors of the Company held four
meetings. Each incumbent director attended at least 75% of the aggregate number
of the meetings of the Board and the meetings of the committees of the Board on
which he served.
DIRECTOR COMPENSATION
The Company's directors receive compensation in the amount of $1,000 for
each meeting of the Board of Directors attended and may be reimbursed for
certain expenses in connection with attendance at Board and committee meetings.
Under the Company's 1994 Non-Employee Director Stock Option Plan each non-
employee director serving as such on the date of the annual meeting of the Board
of Directors held closest to the fourth, eighth and any subsequent four-year
anniversary of the date of such director's election to the Board of Directors is
entitled to receive on such date an option to purchase 10,000 shares of Common
Stock (subject to vesting over sixteen quarterly periods), exercisable at a
price per share equal to fair market value on the date of grant. Any
non-employee director, upon his or her first election to the Board of Directors,
is entitled to receive an option to purchase 10,000 shares of Common Stock.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report, prepared by the Compensation Committee of the Company's Board
of Directors (the "Committee"), addresses the Company's executive compensation
policies and the basis on which fiscal 1996 executive officer compensation
determinations were made. The Committee designs and approves all components of
executive pay.
To ensure that executive compensation is designed and administered in an
objective manner, the Committee's members are all non-employee directors. During
fiscal 1996, the Committee members were Thomas W. Folger, Charles M. McKenna and
Louis P. Valente.
Compensation Philosophy
The Company's executive compensation policies are intended to attract,
retain, motivate and reward executives who can lead the Company in achieving its
long-term growth and earnings goals. The objective of the Committee is to
implement a compensation program that will provide appropriate incentives while,
at the same time, encouraging executive officers to increase their equity
ownership in the Company and thereby align their interests with those of the
Company's stockholders. The compensation program consists primarily of three
components, namely (a) base salary, (b) bonus and (c) stock options. Each of
these factors are further described below. In addition, executive officers are
eligible to participate, on a non-discriminatory basis, in various benefit
programs provided to all full-time employees, including the Company's stock
purchase plan, 401(k) plan and group medical, disability and life insurance
programs. The Committee believes that executive compensation packages should be
viewed as a whole in order to assess properly their appropriateness.
4
<PAGE> 8
In establishing total compensation packages for the Company's executive
officers, the Committee takes into account the compensation packages offered to
executives of other semiconductor capital equipment companies of similar
stature. The Committee uses this comparative data primarily as benchmarks to
ensure that the Company's executive compensation packages are competitive. The
Committee seeks to maintain total compensation within the broad middle range of
comparative pay. The Committee generally meets quarterly and at other times that
it deems are necessary and, from time to time, confers with outside advisors
concerning acceptable industry practices. Individual amounts are based not only
on comparative data, but also on such factors as length of service with the
Company and the Committee's judgment as to individual contributions. These
factors are not assigned specific mathematical weights.
Salary
Base salaries are reviewed annually. It is the Committee's intention to pay
slightly below-market base salary but provide a significant equity ownership
opportunity to create incentives for the Company's executive officers to
maximize the Company's growth and success while increasing stockholders' value
over the long term. Changes in base salary from year to year depend upon such
factors as individual performance, cost of living changes and the economic and
business conditions affecting the Company. Executive officer base salaries are
set at the beginning of each calendar year.
Dr. Economou's base salary was increased from $154,000 to $165,000 on
January 1, 1996, an increase of 7%. This increase was largely based on his
contributions to the Company's meeting its growth and profit objectives and
establishing the fundamental technological base necessary to enhance its
prospects.
Bonus
Executive bonuses are determined in accordance with achievement of the
Company's goals for the most recent fiscal year. The amounts are intended to
reward management for achieving certain milestones set out at the beginning of
the fiscal year. Among others, operating profit, sales growth and bookings are
taken into account.
Stock Options
As noted above, stock options are an important component of total executive
compensation. Stock options are considered long-term incentives that link the
long-term interests of management with those of the Company's stockholders.
Stock options that the Committee has granted vest over a four year period from
the date of grant at the rate of 6.25% per fiscal quarter, commencing at the end
of the quarter in which they are granted. Option exercise prices are set at 100%
of the fair market value of the stock at the date of the grant and expire after
ten years. The Committee has absolute discretion to determine the recipients and
the number of options to be awarded. Each award is at the Committee's discretion
and is not subject to any specific formula or criteria. The Committee generally
awards options on an annual basis. The number of shares for which options were
granted to executive officers in fiscal 1996 was determined by the Committee
based upon several factors, including the executive's position, his past and
future expected performance, the comparative data described above, and the
number of shares under options previously granted. These factors were evaluated
in a qualitative manner and were not assigned predetermined weights.
5
<PAGE> 9
Section 162(m)
Section 162(m) of the Internal Revenue Code which became effective January
1, 1994, generally limits the deductibility of annual compensation for certain
officers to $1 million. It is the general intention of the Committee to assure
that officer compensation will meet the Section 162(m) requirements for
deductibility. However, the Committee reserves the right to use its judgment to
authorize compensation payments which may be in excess of the limit when the
Committee believes such payment is appropriate, after taking into consideration
changing business conditions or the officer's performance, and is in the best
interest of the shareholders. The Committee will review its policy concerning
Section 162(m) on a year-by-year basis.
Compensation Committee
Thomas W. Folger
Charles M. McKenna
Louis P. Valente
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN
<TABLE>
The following performance graph assumes an investment of $100 on May 11,
1994 (the date the Company's common stock was first registered under Section 12
of the 1934 Act) and compares the changes thereafter in the market price of the
Company's common stock with a broad market index (Nasdaq Stock Market (U.S.))
and an industry index (H&Q Technology). The Company paid no dividends during the
periods shown; the performance of the indexes is shown on a total return
(dividend reinvestment) basis. The graph lines merely connect fiscal year-end
dates and do not reflect fluctuations between those dates.
[Line Graph]
<CAPTION>
Measurement Period Nasdaq Stock
(Fiscal Year Covered) Micrion Corporation Market-US H & Q Technology
<S> <C> <C> <C>
5/11/94 100 100 100
6/30/94 114 99 94
6/30/95 245 132 158
6/30/96 264 169 188
</TABLE>
THE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION AND THE
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN INFORMATION ABOVE SHALL NOT BE
DEEMED "SOLICITING MATERIAL" OR INCORPORATED BY REFERENCE INTO ANY OF THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION BY IMPLICATION OR
BY ANY REFERENCE IN ANY SUCH FILING TO THIS PROXY STATEMENT.
6
<PAGE> 10
EXECUTIVE OFFICER COMPENSATION
<TABLE>
The following summary compensation table sets forth the compensation paid
or accrued for services rendered in fiscal 1996, 1995 and 1994 to the chief
executive officer and the other four most highly compensated executive officers
of the Company (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------------------------- -------------------------------
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND FISCAL BONUS COMPENSATION STOCK UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) ($) ($)(1) AWARD(S)($)(2) OPTIONS (#) ($)
------------------ ------ ---------- ----- ------------ -------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Nicholas P. Economou..... 1996 $159,716 $50,000 $10,800 -- 35,000 $ 3,432(3)
President and Chief 1995 147,540 50,000 10,800 -- 15,000 961
Executive Officer 1994 138,429 10,000 10,800 $66,434(4) -- 880
John A. Doherty.......... 1996 146,076(5) 10,000 11,145 -- 7,500 16,086(6)
Vice President, Marketing 1995 109,504(7) 15,000 12,960 -- 7,500 624
1994 98,053 -- 12,300 36,663(4) -- 619
Robert K. McMenamin...... 1996 144,239(8) 7,000 10,800 -- 5,000 1,948(9)
Vice President, Sales 1995 109,392(10) 10,000 10,800 -- 7,500 568
1994 115,489(11) -- 10,800 18,358(4) -- 562
Billy W. Ward............ 1996 126,547 18,000 -- -- 50,000 19,790(12)
Senior Vice President 1995 100,336 45,000 -- -- 7,500 649
1994 95,715 -- -- 42,206(4) -- 607
David M. Hunter.......... 1996 102,502 25,000 -- -- 7,500 2,215(13)
Vice President, Finance 1995 98,412 30,000 -- -- 7,500 624
and Administration 1994 92,841 10,000 -- 17,620(4) -- 600
<FN>
- ---------------
(1) Includes annual personal car allowance in the amount of $10,800.
(2) As of June 30, 1996, an aggregate of 304,434 shares of restricted stock
were outstanding, with an aggregate value of $4,414,293. No dividends will
be payable with respect to shares of restricted stock until such shares
have vested.
(3) Consists of (i) insurance premiums with respect to term life insurance in
the amount of $995 and (ii) Company contributions to 401(k) account in the
amount of $2,437.
(4) These shares are fully vested.
(5) Includes sales commissions in the amount of $45,943.
(6) Consists of (i) insurance premiums with respect to term life insurance in
the amount of $627, (ii) Company contributions to 401(k) account in the
amount of $1,459, and (iii) foregiveness of $14,000 of debt owing to the
Company.
(7) Includes sales commissions in the amount of $10,389.
(8) Includes sales commissions in the amount of $53,166.
(9) Consists of (i) insurance premiums with respect to term life insurance in
the amount of $569 and (ii) Company contributions to 401(k) account in the
amount of $1,379.
(10) Includes sales commissions in the amount of $19,251.
(11) Includes sales commissions in the amount of $26,334.
(12) Consists of (i) insurance premiums with respect to term life insurance and
(ii) foregiveness of $19,000 of debt owing to the Company.
(13) Consists of (i) insurance premiums with respect to term life insurance in
the amount of $640 and (ii) Company contributions to 401(k) account in the
amount of $1,575.
</TABLE>
7
<PAGE> 11
OPTIONS GRANTS IN LAST FISCAL YEAR
<TABLE>
The following table shows all stock option grants to the Named Executive
Officers during fiscal 1996.
<CAPTION>
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATE OF STOCK
SHARES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION --------------------
NAME GRANTED(#) YEAR PER SHARE DATE 5% 10%
- ---- ---------- ---------- --------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Nicholas P. Economou.............. 35,000(2) 14.6% $10.75 12/21/05 $236,622 $599,646
John A. Doherty................... 7,500(2) 3.1 10.75 12/21/05 50,705 128,495
Robert K. McMenamin............... 5,000(2) 2.1 10.75 12/21/05 33,803 85,664
Billy W. Ward..................... 50,000(3) 20.8 10.25 01/04/06 322,308 816,793
David M. Hunter................... 7,500(2) 3.1 10.75 12/21/05 50,705 128,495
<FN>
- ---------------
(1) As required by the rules of the Securities and Exchange Commission, potential values stated are based on
the prescribed assumption that the Company's common stock will appreciate in value from the date of grant
to the end of the option term at rates (compounded annually) of 5% and 10%, respectively, and therefore
are not intended to forecast possible future appreciation, if any, in the price of the Company's common
stock.
(2) These options vest in sixteen (16) equal quarterly installments, commencing on December 21, 1995, the
date of grant, subject to continuing employment.
(3) These options vest in sixteen (16) equal quarterly installments, commencing on January 4, 1996, the
date of grant, subject to continuing employment.
</TABLE>
FISCAL YEAR-END OPTION VALUES
<TABLE>
During fiscal 1996, none of the Named Executive Officers exercised stock
options issued by the Company. The following table sets forth information
regarding the number of vested and unvested options and the unrealized value or
spread (the difference between the exercise price and the market value) of the
unexercised options issued by the Company and held by the Named Executive
Officers on July 1, 1996.
<CAPTION>
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
(#) ($)
------------------- --------------------
NAME VESTED UNVESTED VESTED UNVESTED
---- ------ -------- ------- --------
<S> <C> <C> <C> <C>
Nicholas P. Economou...................... 13,244 36,876 $39,372 $113,128
John A. Doherty........................... 4,703 10,313 13,827 31,174
Robert K. McMenamin....................... 4,234 8,282 12,361 24,827
Billy W. Ward............................. 9,563 47,969 32,089 170,784
David M. Hunter........................... 4,716 10,313 13,827 31,174
</TABLE>
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(ITEM 2 OF NOTICE)
On the recommendation of the Audit Committee, the Board of Directors has
selected KPMG Peat Marwick LLP, independent certified public accountants, as
auditors of the Company for the fiscal year ending June 30, 1997. This firm has
audited the accounts and records of the Company since 1985. A representative of
KPMG Peat Marwick LLP will be present at the Annual Meeting to answer questions
from stockholders and will have an opportunity to make a statement if desired.
8
<PAGE> 12
The selection of independent auditors is not required to be submitted to a
vote of the stockholders. The Board believes, however, it is appropriate as a
matter of policy to request that the stockholders ratify the appointment. If the
stockholders do not ratify the appointment, the Board will reconsider its
selection.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the Company's officers and directors and persons who own more
than ten percent of its common stock to file reports with the Securities and
Exchange Commission disclosing their ownership of stock in the Company and
changes in such ownership. Copies of such reports are also required to be
furnished to the Company. Based solely on a review of the copies of such reports
received by it, the Company believed that, during fiscal 1996, all such filing
requirements were complied with, except that each of five officers filed late
Form 4 reports with respect to three grants of options, one officer filed a late
Form 4 report with respect to two grants of options, one director filed a late
Form 3 report, and each of two other directors filed a late Form 4 report with
respect to a grant of options.
STOCKHOLDER PROPOSALS FOR 1997 MEETING
Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be presented on or before June 3, 1997 for
inclusion in the proxy materials relating to that meeting. Any such proposals
should be sent to the Company at its principal offices addressed to the Vice
President, Finance and Administration. Other requirements for inclusion are set
forth in Rule 14a-8 under the 1934 Act.
OTHER MATTERS
The Company has no knowledge of any matters to be presented for action by
the stockholders at the Annual Meeting other than as set forth above. However,
the enclosed proxy gives discretionary authority to the persons named therein to
act in accordance with their best judgment in the event that any additional
matters should be presented.
The Company will bear the cost of the solicitation of proxies by
management, including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of common stock.
By order of the Board of Directors
/s/ ROSLYN G. DAUM
ROSLYN G. DAUM
Clerk
October 1, 1996
The Board hopes that stockholders will attend the meeting. WHETHER OR NOT
YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A prompt response will greatly
facilitate arrangements for the meeting, and your cooperation will be
appreciated. Stockholders who attend the meeting may vote their stock personally
even though they have sent in their proxies.
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<PAGE> 13
DETACH HERE MIC F
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MICRION CORPORATION
1996 ANNUAL MEETING OF STOCKHOLDERS
P
R The undersigned stockholder of MICRION CORPORATION, a Massachusetts
O corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
X Stockholders and Proxy Statement, each dated October 1, 1996, and hereby
Y appoints Nicholas P. Economou and David M. Hunter, and both of them, proxies
and attorneys-in-fact, with full power to each of substitution, on behalf and
in the name of the undersigned, to represent the undersigned at the 1996
Annual Meeting of Stockholders of MICRION CORPORATION to be held on
Thursday, November 14, 1996 at 10:00 a.m., local time, at the offices of
Choate, Hall & Stewart, Exchange Place, 53 State Street, Boston,
Massachusetts, and at any adjournment(s) thereof, and to vote all shares of
Common Stock which the undersigned would be entitled to vote if then and
there personally present, on the matters set forth on the reverse side.
Either of such attorneys or substitutes shall have and may exercise all of
the powers of said attorneys-in-fact hereunder.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF
THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS, AND AS SAID
PROXIES DEEM ADVISABLE ON SUCH MATTERS AS MAY COME BEFORE THE MEETING.
-----------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-----------
<PAGE> 14
DETACH HERE MIC F
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE
1. ELECTION OF DIRECTORS:
NOMINEES: Nicholas P. Economou; Louis P. Valente;
Thomas W. Folger; Charles M. McKenna;
Billy W. Ward
FOR WITHHELD
/ / / /
--------------------------------------
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE / / / / / /
APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE INDE-
PENDENT AUDITORS OF THE
COMPANY FOR THE 1997
FISCAL YEAR:
and upon such other matter or matters which may
properly come before the meeting and any
adjournment(s) thereof.
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
(This Proxy should be dated, signed by the stockholder(s) exactly
as his or her name appears hereon, and returned promptly in the
enclosed envelope. Persons signing in a fiduciary capacity should
so indicate. If shares are held by joint tenants or as community
property, both should sign.)
Signature: Date:
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Signature: Date:
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