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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:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Semiconductor Laser International Corporation
- -------------------------------------------------------------------------------
(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:
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SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
15 LINK DRIVE
BINGHAMTON, NEW YORK 13904
------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 14, 1999
-------------------
NOTICE IS HEREBY GIVEN that a special meeting of Stockholders (the
"Special Meeting") of Semiconductor Laser International Corporation (the
"Corporation") will be held at the offices of the Corporation, 15 Link Drive,
Binghamton, New York, on Tuesday, December 14, 1999, at 1:00 p.m., local time,
for the following purposes:
1. To approve an amendment of the Corporation's Certificate of
Incorporation to increase the authorized number of shares of common stock, par
value $.01 per share ("Common Stock"), from 20,000,000 to 75,000,000; and
2. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The record date for determining those
stockholders who will be entitled to notice of, and to vote at, the Special
Meeting and at any adjournments or postponements thereof is November 12, 1999. A
list of stockholders entitled to vote at the Special Meeting will be available
for inspection at the offices of the Corporation.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ACCOMPANYING REPLY
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOUR PROXY MAY
BE REVOKED AT ANY TIME PRIOR TO THE SPECIAL MEETING. IF YOU DECIDE TO ATTEND THE
SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY
BY VOTING IN PERSON AT THE SPECIAL MEETING.
By Order of the Board of Directors,
GEOFFREY T. BURNHAM
Chairman of the Board
Binghamton, New York
November __, 1999
<PAGE>
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board of Directors") of Semiconductor
Laser International Corporation, a Delaware Corporation (the "Corporation"), for
the Special Meeting of Stockholders (the "Special Meeting") to be held at the
offices of the Corporation, 15 Link Drive, Binghamton, New York, on Tuesday,
December 14, 1999, at 1:00 p.m. a.m., local time, and at any adjournments or
postponements of the Special Meeting.
These proxy solicitation materials were mailed on or about November 15,
1999 to all stockholders entitled to vote at the Special Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
PURPOSES OF THE SPECIAL MEETING
The purposes of the Special Meeting are (i) to approve an amendment of
the Corporation's Certificate of Incorporation (the "Certificate of
Incorporation") to increase the authorized number of shares of common stock, par
value $.01 per share ("Common Stock"), from 20,000,000 to 75,000,000; and (ii)
to transact such other business as may properly come before the meeting or any
adjournments or postponements thereof.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on November 12, 1999
(the "Record Date") are entitled to notice of, and to vote at the Special
Meeting. At the Record Date, ________ shares of the Corporation's Common Stock
were issued and outstanding.
VOTING
A majority of outstanding shares as of the Record Date will constitute
a quorum. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum. Each share of Common Stock
entitles the holder thereof to one vote on all matters to come before the
Special Meeting. Holders of shares of Common Stock are not entitled to
cumulative voting rights.
The favorable vote of a majority of the outstanding voting shares of
the Corporation present in person or represented by proxy at the Special
Meeting, together with the affirmative vote of a majority of the required
quorum, is required to approve an amendment of the Certificate of
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Incorporation to increase the authorized number of shares of Common Stock from
20,000,000 to 75,000,000. Abstentions are counted as a vote against the proposal
being considered. Broker non- votes will have no effect on the outcome of the
proposal set forth above. There are no rights of appraisal or similar rights of
dissenters with respect to any matter to be acted upon.
REVOCABILITY OF PROXIES
Whether or not you are able to attend the Special Meeting, you are
urged to vote your proxy, which is solicited by the Board of Directors and which
will be voted as you direct on your proxy when properly completed. In the event
that no instructions are given, such proxies will be voted (i) for the proposal
to approve an amendment of the Certificate of Incorporation to increase the
authorized number of shares of Common Stock from 20,000,000 to 75,000,000 and
(ii) in the discretion of the proxies named in the proxy card on any other
proposals to properly come before the Special Meeting or any adjournments or
postponements thereof. You may revoke or change your proxy at any time before
the Special Meeting. To do this, send a written notice of revocation of another
signed proxy with a later date to the Chief Executive Officer at the
Corporation's principal executive office before the beginning of the Special
Meeting. You may also revoke your proxy by attending the Special Meeting and
voting in person.
SOLICITATION OF PROXIES
The cost of soliciting proxies has been or will be borne by the
Corporation. In addition, directors, officers and employees of the Corporation
may solicit proxies personally or by telephone or other means of communications.
Although there is no formal agreement to do so, arrangements may be made with
brokerage houses and other custodians, nominees and fiduciaries to send proxies
and proxy material to their principals, and the Corporation may reimburse them
for any attendant expenses.
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APPROVAL OF AN AMENDMENT OF THE CERTIFICATE OF INCORPORATION
GENERAL
Stockholders are being asked to approve an amendment of the Certificate
of Incorporation to increase the authorized number of shares of Common Stock
from 20,000,000 to 75,000,000. The Board of Directors authorized an amendment of
the Certificate of Incorporation on November 2, 1999. The full text of the
proposed amendment of the Certificate of Incorporation is set forth on Exhibit
A. The text of the amendment of the Certificate of Incorporation is subject to
change as may be required by the Secretary of State of the State of Delaware.
The Certificate of Incorporation currently provides that the
Corporation is authorized to issue two classes of stock, consisting of
20,000,000 share of Common Stock and 5,000,000 shares of preferred stock, $.01
par value per share ("Preferred Stock"). At the Record Date, _______ shares
of Common Stock were issued and outstanding and 1,000,000 shares of Preferred
Stock were issued and outstanding.
PURPOSE AND EFFECT OF AN AMENDMENT OF THE CERTIFICATE OF INCORPORATION
The proposed amendment of the Certificate of Incorporation will
authorize sufficient additional shares of Common Stock to provide the
Corporation the flexibility to issue additional shares for the purpose of
raising equity capital, completing corporate transactions and issuing shares in
connection with the corporation's stock option or other employee benefit plans
which may be adopted in the future. The Corporation is currently seeking
additional equity capital in a private placement. The proposed amendment of the
Certificate of Incorporation, authorizing an additional 55,000,000 shares of
Common Stock, would facilitate the Corporation's ability to accomplish these
goals and other business and financial objectives in the future without the
necessity of delaying such activities for further Stockholder approval, except
as may be required in particular cases by the Corporation's charter documents,
applicable law or the rules of any stock exchange or other system on which the
Corporation's securities may be listed. Future issuances of additional shares of
Common Stock or securities convertible into Common Stock, whether pursuant to a
corporate transaction, would have the effect of diluting the voting rights and
could have the effect of diluting earnings per share and book value per share of
existing Stockholders. The availability of additional shares of Common Stock
could also discourage or make more difficult efforts to obtain control of the
Corporation.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
If approved, Article Fourth of the Certificate of Incorporation would
be amended and restated as follows:
"The Total number of shares of all classes of capital stock which the
Corporation shall have the authority to issues is eighty million (80,000,000)
shares divided into two classes of which five
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million (5,000,000) shares of par value $.01 per share shall be designated
Preferred Stock and seventy five million (75,000,000) shares of par value $.01
per share shall be designated Common Stock."
SHAREHOLDER APPROVAL
The affirmative vote of a majority of the outstanding voting shares of
the Corporation is required for approval of the proposed amendment of the
Certificate of Incorporation at the Special Meeting.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors believes that the amendment of the Certificate
of Incorporation is necessary to provide the Corporation agility and flexibility
over the upcoming years. The Board of Directors therefore recommends that
Stockholders vote FOR the approval of an amendment of the Certificate of
Incorporation. The Board of Directors reserves the right to withdraw the
proposal to amend the Certificate of Incorporation, whether before or after
shareholder approval, including by reason of the failure to obtain the approval
of bmp Mobility AG Venture Capital which is required as a condition to amending
the Certificate of Incorporation.
OWNERSHIP OF SECURITIES
The following table sets forth certain information as of November 5,
1999 (except as otherwise noted) with respect to the beneficial ownership of
Common Stock and Preferred Stock by (i) each person known by the Corporation to
be the beneficial owner of more than 5% of the outstanding shares of Common
Stock (ii) each director of the Corporation, (iii) each named officer of the
Corporation listed in the Summary Compensation Table and (iv) all officers and
directors of the Corporation as a group. Unless otherwise noted, the Corporation
believes that all persons named in the table have sole voting and investment
power with respect to all shares of Common Stock beneficially owned by them.
<TABLE>
<CAPTION>
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
NUMBER OF NUMBER OF
SHARES OF APPROXIMATE SHARES OF APPROXIMATE
NAME AND ADDRESS OF BENEFICIAL COMMON PERCENT OF PREFERRED PERCENT OF
OWNER(1) STOCK(2) CLASS STOCK CLASS
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
<S> <C> <C> <C> <C>
Geoffrey T. Burnham 431,894(3) 2.9% -- --
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
Susan M. Burnham 431,894(4) 2.9% -- --
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
Leonard E. Lundberg -- -- -- --
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
bmp Mobility AG Venture Capital
Charlottenstrasse 16, D-10117
Berlin, Germany 2,367,650(7) 15.6% 1,000,000(7) 100%
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
Dafico Investment Corporation 660,468 4.4% -- --
c/o Frank R. Cohen, Esq.
Cohen & Cohen
445 Park Avenue, 15th Floor
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
</TABLE>
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<TABLE>
<CAPTION>
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
NUMBER OF NUMBER OF
SHARES OF APPROXIMATE SHARES OF APPROXIMATE
NAME AND ADDRESS OF BENEFICIAL COMMON PERCENT OF PREFERRED PERCENT OF
OWNER(1) STOCK(2) CLASS STOCK CLASS
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
<S> <C> <C> <C> <C>
New York, New York 10022 (8)
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
All Directors and executives 898,980(9) 5.9% -- --
officers as a group (5 persons)
- --------------------------------------- -------------------- ------------------ ------------------ --------------------
</TABLE>
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* Represents beneficial ownership of less than 1% of the Common Stock.
(1) Unless otherwise indicated, the address of each beneficial owner
identified is 15 Link Drive, Binghamton, New York 13904.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from November 5, 1999 upon the
exercise of options, warrants or convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that
options, warrants or convertible securities that are held by such
person (but not those held by any other person) and which are
exercisable within 60 days of November 5, 1999 have been exercised or
converted. Assumes a base of 15,153,955 shares of Common Stock
outstanding, before any consideration is given to outstanding options
or warrants.
(3) Includes 23,823 shares held in trust by Dr. Burnham as trustee, as to
which Dr. Burnham disclaims any beneficial interest; 4,925 shares, and
4,925 shares issuable upon exercise of Private Warrants (as defined in
Footnote 9), held in an IRA trust for the benefit of Dr. Burnham;
certain non-plan options to purchase 39,404 shares; and 165,405 shares
owned by Susan M. Burnham, the wife of Dr. Burnham, and 31,000 shares
issuable upon the exercise of options granted to Ms. Burnham pursuant
to the Corporation's 1995 Stock Option Plan, as amended (the "Option
Plan"), as to which Dr. Burnham disclaims any beneficial interest.
(4) Includes 162,412 shares owned by Dr. Burnham; 23,823 shares held in
trust by Dr. Burnham as trustee; 4,925 shares, and 4,925 shares
issuable upon exercise of Private Warrants, held in an IRA trust for
the benefit of Dr. Burnham; and 39,404 shares issuable upon exercise of
certain non-plan options held by Dr. Burnham, as to all of which Susan
M. Burnham disclaims any beneficial interest; and 31,000 shares
issuable upon the exercise of Option Plan options granted to Ms.
Burnham.
(5) Consists of certain non-plan options to purchase 9,851 shares and
Option Plan options to purchase 7,500 shares.
(6) Consists of 10,341 purchased shares and Option Plan options to purchase
7,500 shares.
(7) Consists of 2,000,000 shares of common stock purchased February 8, 1999
and 367,650 shares previously owned. Excludes 5,000,000 shares of
Common Stock issuable upon
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conversion of the Series B Stock because such shares are not
convertible by bmp Mobility AG Venture Capital according to the terms
of the Securities Purchase Agreement, as amended, pursuant to which
such shares were acquired although they would be convertible by a
transferee of bmp Mobility AG Venture Capital so long as such
transferee were not an affiliate of bmp Mobility AG Venture Capital.
(8) Based upon numbers provided to the Corporation as of July 28, 1998.
(9) Includes an aggregate of 93,170 shares of Common Stock issuable upon
the exercise of Option Plan options, certain non-plan options and
warrants (the "Private Warrants"), through April 1995 to investors in
the Corporation's December 1994 private placement, to purchase 4,925
shares of Common Stock purchased by Dr. Burnham and warrants purchased
in the Corporation's initial public offering.
STOCKHOLDER PROPOSALS FOR 2000 PROXY STATEMENT
Proposals of Stockholders intended to be presented at the next annual
meeting of the Corporation's stockholders must be received by the Corporation
for inclusion in the Corporation's 2000 Proxy Statement and form of proxy on or
prior to February 27, 2000 in accordance with Rule 14a-8(e) promulgated under
the Exchange Act. This Proxy Statement confers discretionary authority to vote
on any stockholder proposal with respect to which the Corporation did not
receive notice a reasonable time before mailing of this Proxy Statement in
accordance with Rule 14a-4(c) under the Exchange Act.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
Special Meeting. However, if any other matters do properly come before the
Special Meeting, or any adjournments or postponements thereof, the Board of
Directors intends that the persons named in the proxies will vote in accordance
with their best judgment.
By Order of the Board of Directors,
GEOFFREY T. BURNHAM
Chairman of the Board
November __, 1999
Binghamton, New York
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<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
(Pursuant to Sections 242 of the Delaware General Corporation Law)
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION, a corporation
organized and existing under the General Corporation Law of the State of
Delaware, does hereby certify that:
FIRST: The name of the corporation is Semiconductor Laser
International Corporation.
SECOND: The Board of Directors of the Corporation duly adopted a
resolution proposing and declaring it advisable that the first paragraph of
Article FOURTH of the Certificate of Incorporation of the Corporation be amended
in its entirety to read as follows:
The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is eighty million
(80,000,000) shares divided into two classes of which five million
(5,000,000) shares of par value $.01 per share shall be designated
Preferred Stock and seventy five million (75,000,000) shares of par
value $.01 per share shall be designated Common Stock.
THIRD: This amendment to the Certificate of Incorporation of the
Corporation was duly adopted in accordance with the applicable provisions of
Section 242 of the Delaware General Corporation Law.
FOURTH: This amendment to the Certificate of Incorporation of the
Corporation shall be effective on and as of the date of filing of this
Certificate of Amendment with the office of the Secretary of State of the State
of Delaware.
SEMICONDUCTOR LASER INTERNATIONAL
CORPORATION
By:___________________________________
Name: Geoffrey T. Burnham
Title: President, Chief Executive Officer
and Chairman of the Board
A-1
