<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [_] 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 Rule 14a-11(c) or Rule 14a-12
ADTRAN, 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>
[LOGO]
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
<PAGE>
[ADTRAN, INC. LETTERHEAD]
March 10, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of ADTRAN, Inc. to be held at the Company's headquarters at 901 Explorer
Boulevard, Huntsville, Alabama, on Tuesday, April 20, 1999, at 10:30 a.m., local
time.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. During the meeting, we also
will report on the operations of the Company during the past year and our plans
for the future. Directors and officers of the Company, as well as
representatives from the Company's independent accountants,
PricewaterhouseCoopers LLP, will be present to respond to appropriate questions
from stockholders.
Please mark, date, sign and return your proxy card in the enclosed envelope
at your earliest convenience. This will assure that your shares will be
represented and voted at the meeting, even if you do not attend.
Sincerely,
/s/ Mark C. Smith
---------------------------
MARK C. SMITH
Chairman of the Board
and Chief Executive Officer
<PAGE>
ADTRAN, Inc.
901 Explorer Boulevard
Huntsville, Alabama 35806
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 1999
NOTICE HEREBY IS GIVEN that the 1999 Annual Meeting of Stockholders of
ADTRAN, Inc. (the "Company") will be held at the Company's headquarters at 901
Explorer Boulevard, Huntsville, Alabama, on Tuesday, April 20, 1999, at 10:30
a.m., local time, for the purposes of considering and voting upon:
1. A proposal to elect six directors to serve until the 2000 Annual
Meeting of Stockholders;
2. A proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company for the fiscal year ending
December 31, 1999;
3. A proposal to approve an amendment to the Company's 1995 Directors
Stock Option Plan which increases the aggregate number of shares of
Common Stock authorized for issuance under the plan from 70,000 to
200,000;
4. (a) A proposal to approve an amendment to the Company's 1995
Directors Stock Option Plan which increases the initial stock
option grant to an incoming director from 5,000 to 10,000 shares
of Common Stock;
(b) A proposal to approve an amendment to the Company's 1995
Directors Stock Option Plan which increases the subsequent annual
grants to a director from 2,000 to 5,000 shares of Common Stock;
and
5. Such other business as properly may come before the Annual Meeting or
any adjournments thereof. The Board of Directors is not aware of any
other business to be presented to a vote of the stockholders at the
Annual Meeting.
Information relating to the above matters is set forth in the attached
Proxy Statement. Stockholders of record at the close of business on March 1,
1999 are entitled to receive notice of and to vote at the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors.
/s/ Mark C. Smith
---------------------------
MARK C. SMITH
Chairman of the Board
and Chief Executive Officer
Huntsville, Alabama
March 10, 1999
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY CARD AND VOTE IN PERSON
IF YOU SO DESIRE.
<PAGE>
ADTRAN, Inc.
901 Explorer Boulevard
Huntsville, Alabama 35806
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 1999
This Proxy Statement is furnished to the stockholders of ADTRAN, Inc. (the
"Company") in connection with the solicitation of proxies by the Board of
Directors of the Company to be voted at the 1999 Annual Meeting of Stockholders
and at any adjournments thereof (the "Annual Meeting"). The Annual Meeting will
be held at the headquarters of the Company, 901 Explorer Boulevard, Huntsville,
Alabama, on Tuesday, April 20, 1999, at 10:30 a.m., local time.
The approximate date on which this Proxy Statement and form of proxy card
are first being sent or given to stockholders is March 10, 1999.
VOTING
GENERAL
The securities that can be voted at the Annual Meeting consist of Common
Stock of the Company, $.01 par value per share, with each share entitling its
owner to one vote on each matter submitted to the stockholders. The record date
for determining the holders of Common Stock who are entitled to receive notice
of and to vote at the Annual Meeting is March 1, 1999. On the record date,
39,425,098 shares of Common Stock were outstanding and eligible to be voted at
the Annual Meeting.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum at the
Annual Meeting. In counting the votes to determine whether a quorum exists at
the Annual Meeting, the proposal receiving the greatest number of all votes
"for" or "against" and abstentions (including instructions to withhold authority
to vote) will be used.
In voting with regard to the proposal to elect directors (Proposal 1),
stockholders may vote in favor of all nominees, withhold their votes as to all
nominees or withhold their votes as to specific nominees. The vote required to
approve Proposal 1 is governed by Delaware law and is a plurality of the votes
cast by the holders of shares entitled to vote, provided a quorum is present.
As a result, in accordance with Delaware law, votes that are withheld will be
counted in determining whether a quorum is present but will have no other effect
on the election of directors.
In voting with regard to the proposal to ratify the directors' appointment
of independent accountants (Proposal 2), stockholders may vote in favor of the
proposal or against the proposal or may abstain from
<PAGE>
voting. The vote required to approve Proposal 2 is governed by Delaware law and
is the affirmative vote of the holders of a majority of the shares represented
and entitled to vote at the Annual Meeting, provided a quorum is present. As a
result, abstentions will be considered in determining whether a quorum is
present and the number of votes required to obtain the necessary majority vote
and therefore, will have the same legal effect as voting against the proposal.
In voting with regard to the proposal to ratify an increase in the
aggregate number of shares of Common Stock of the Company authorized for
issuance under the 1995 Directors' Stock Option Plan from 70,000 to 200,000 of
Common Stock of the Company (Proposal 3), stockholders may vote in favor of the
proposal or against the proposal or may abstain from voting. The vote required
to approve Proposal 3 is governed by Delaware law and is the affirmative vote of
the holders of a majority of the shares represented and entitled to vote at the
Annual Meeting, provided a quorum is present. As a result, abstentions will be
considered in determining whether a quorum is present and the number of votes
required to obtain the necessary majority vote and therefore, will have the same
legal effect as voting against the proposal.
In voting with regard to the proposal to ratify (a) an increase in the
initial stock option grant under the 1995 Directors' Stock Option Plan to an
incoming director to 10,000 shares of Common Stock of the Company and (b) an
increase in the subsequent annual grants to a director from 2,000 to 5,000
shares of Common Stock of the Company (Proposal 4), stockholders may vote in
favor of the entire proposal or against the proposal or may abstain from voting.
The vote required to approve Proposal 4 is governed by Delaware law and is the
affirmative vote of the holders of a majority of the shares represented and
entitled to vote at the Annual Meeting, provided a quorum is present. As a
result, abstentions will be considered in determining whether a quorum is
present and the number of votes required to obtain the necessary majority vote
and therefore, will have the same legal effect as voting against the proposal.
Under the rules of the New York and American Stock Exchanges (the
"Exchanges") that govern most domestic stock brokerage firms, member firms that
hold shares in street name for beneficial owners may, to the extent that such
beneficial owners do not furnish voting instructions with respect to any or all
proposals submitted for stockholder action, vote in their discretion upon
proposals which are considered "discretionary" proposals under the rules of the
Exchanges. Member brokerage firms that have received no instructions from their
clients as to "non-discretionary" proposals do not have discretion to vote on
these proposals. Although "broker non-votes" will be considered in determining
whether a quorum exists at the Annual Meeting, "broker non-votes" will not be
considered as votes cast in determining the outcome of any proposal. The
Company believes that each of the four proposals to be considered at the Annual
Meeting is discretionary.
As of March 1, 1999 (the record date for the Annual Meeting), the directors
and executive officers of the Company beneficially owned or controlled
approximately 19,834,026 shares of Common Stock of the Company, constituting
approximately 50.3% of the outstanding Common Stock. The Company believes that
the holders of more than a majority of the Common Stock outstanding on the
record date will vote all of their shares of Common Stock in favor of each of
the four proposals and, therefore, that the presence of a quorum and the
approval of the proposals is reasonably assured.
PROXIES
Stockholders should specify their choices with regard to each of the four
proposals on the enclosed proxy card. All properly executed proxy cards
delivered by stockholders to the Company in time to be voted
2
<PAGE>
at the Annual Meeting and not revoked will be voted at the Annual Meeting in
accordance with the directions noted thereon. IN THE ABSENCE OF SUCH
INSTRUCTIONS, THE SHARES REPRESENTED BY A SIGNED AND DATED PROXY CARD WILL BE
VOTED "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES, "FOR" THE RATIFICATION OF THE
APPOINTMENT OF INDEPENDENT ACCOUNTANTS, "FOR" AN INCREASE IN THE AGGREGATE
NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE 1995
DIRECTORS' STOCK OPTION PLAN AND "FOR" AN INCREASE IN THE INITIAL OPTION GRANT
TO AN INCOMING DIRECTOR AND AN INCREASE IN THE SUBSEQUENT ANNUAL OPTION GRANTS
TO A DIRECTOR. If any other matters properly come before the Annual Meeting, the
persons named as proxies will vote upon such matters according to their
judgment.
Any stockholder delivering a proxy has the power to revoke it at any time
before it is voted by giving written notice to Charlene Little, Assistant
Secretary of the Company, at 901 Explorer Boulevard, Huntsville, Alabama 35806
(for overnight delivery) or at P.O. Box 140000, Huntsville, Alabama 35814-4000
(for mail delivery), by executing and delivering to Ms. Little a proxy card
bearing a later date or by voting in person at the Annual Meeting; provided,
however, that under the rules of the Exchanges, as followed by the Nasdaq
National Market, any beneficial owner of the Company's Common Stock whose shares
are held in street name by a member brokerage firm may revoke his proxy and vote
his shares in person at the Annual Meeting only in accordance with applicable
rules and procedures of the Exchanges, as employed by the beneficial owner's
brokerage firm.
In addition to soliciting proxies through the mail, the Company may solicit
proxies through its directors, officers and employees in person and by telephone
or facsimile. Brokerage firms, nominees, custodians and fiduciaries also may be
requested to forward proxy materials to the beneficial owners of shares held of
record by them. All expenses incurred in connection with the solicitation of
proxies will be borne by the Company.
SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of December 31, 1998, (i) by each
person known to the Company to be the beneficial owner of more than 5% of the
Company's Common Stock, (ii) each director of the Company, (iii) each of the
executive officers of the Company named in the Summary Compensation Table herein
and (iv) all directors and executive officers of the Company as a group, based
in each case on information furnished to the Company by such persons. The
Company believes that each of the named individuals and group has sole voting
and investment power with regard to the shares shown except as otherwise noted.
3
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(1)
----------------------------------------
NAME AND NUMBER PERCENT
RELATIONSHIP TO COMPANY OF SHARES OF CLASS
----------------------- ------------- ---------
<S> <C> <C>
Mark C. Smith (2)
Chairman of the Board, Chief Executive
Officer and Principal Stockholder............... 12,498,800 31.7%
Lonnie S. McMillian (2)
Senior Vice President, Secretary,
Director and Principal Stockholder.............. 6,989,130(3) 17.7%
James L. North
Director........................................ 141,000(1) *
Howard A. Thrailkill
President, Chief Operating Officer
and Director.................................... 65,000(1) *
Roy J. Nichols
Director........................................ 22,000(1)(3) *
William L. Marks
Director........................................ 12,000(1) *
Steven L. Harvey
Vice President of Sales - CPE................... 18,000(1) *
Robert A. Fredrickson
Vice President of Sales - Telco................. 13,587(1)(3) *
Thomas R. Stanton
Vice President of Marketing - Telco............. 10,993(1) *
Danny J. Windham
Vice President of Marketing - CPE............... 12,850(1) *
All directors and executive officers as a group
(15 persons).................................... 19,834,026(1)(3) 50.3%
</TABLE>
__________
* Represents less than one percent of the outstanding shares of Common Stock
of the Company.
(1) Beneficial ownership as reported in the table has been determined in
accordance with Securities and Exchange Commission (the "SEC") regulations
and includes shares of Common Stock of the Company that may be issued upon
the exercise of stock options that are exercisable within 60 days of
December 31, 1998 as follows: Mr. North - 9,000 shares; Mr. Thrailkill -
45,000 shares; Mr. Nichols - 9,000 shares; Mr. Marks - 12,000 shares; Mr.
Harvey - 18,000 shares; Mr. Fredrickson -11,687 shares; Mr. Stanton -
10,593 shares; Mr. Windham - 7,000 shares and all directors and executive
officers as a group - 166,184 shares. Pursuant to SEC regulations, all
shares not currently outstanding which are subject to options exercisable
within 60 days are deemed to be outstanding for the purpose of computing
"Percent of Class" held by the holder thereof but are not deemed to be
outstanding for the purpose of computing the "Percent of Class" held by any
other stockholder of the Company.
4
<PAGE>
(2) The address of Messrs. Smith and McMillian is 901 Explorer Boulevard,
Huntsville, Alabama 35806.
(3) The shares shown include: as to Mr. McMillian, 3,357,177 shares held by
trusts for which Mr. McMillian is the trustee, 79,064 shares owned by his
wife and 100,000 shares owned by a private foundation (as to which
beneficial ownership is disclaimed); as to John R. Cooper (Vice President
of Finance and Chief Financial Officer), 500 shares owned by his wife and
900 shares owned by his stepfather (as to which beneficial ownership is
disclaimed); as to Mr. Nichols, 10,000 shares held in a charitable
remainder trust; as to Miles M. Bruce, Jr. (Vice President-Engineering),
200 shares owned jointly with his daughters; as to Mr. Fredrickson, 500
shares held in a custodial account for his daughter, for which Mr.
Fredrickson serves as custodian (as to which beneficial ownership is
disclaimed); as to Jude T. Panetta (Vice President-Manufacturing), 200
shares owned by his father and as to all directors and executive officers
as a group, the 81,364 shares owned by spouses and other immediate family
members (as to which beneficial ownership of 900 shares is disclaimed) as
well as the 3,357,177 shares held by trusts for Mr. McMillian's children.
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES
The Board of Directors has set the authorized number of directors of the
Company at seven and has nominated Mark C. Smith, Lonnie S. McMillian, Howard A.
Thrailkill, William L. Marks, Roy J. Nichols and James L. North for re-election
as directors at the 1999 Annual Meeting. The Board of Directors will have one
vacancy immediately following the 1999 Annual Meeting, and pursuant to the
Bylaws of the Company, a majority of the Board of Directors may fill this
vacancy. Each of the nominees is currently a director of the Company. If re-
elected as a director at the Annual Meeting, each of such persons would serve a
one year term expiring at the 2000 Annual Meeting of Stockholders and until
his successor has been duly elected and qualified. There are no family
relationships among the directors or the executive officers.
Each of the nominees has consented to serve another term as a director if
re-elected. If any of the nominees should be unavailable to serve for any
reason (which is not anticipated), the Board of Directors may designate a
substitute nominee or nominees (in which event the persons named on the enclosed
proxy card will vote the shares represented by all valid proxy cards for the
election of such substitute nominee or nominees), allow the vacancies to remain
open until a suitable candidate or candidates are located, or by resolution
provide for a lesser number of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE PROPOSAL TO RE-ELECT MARK C. SMITH, LONNIE S. MCMILLIAN, HOWARD A.
THRAILKILL, WILLIAM L. MARKS, ROY J. NICHOLS AND JAMES L. NORTH AS DIRECTORS FOR
A ONE YEAR TERM EXPIRING AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL
THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED.
5
<PAGE>
INFORMATION REGARDING NOMINEES FOR DIRECTOR
Set forth below is certain information as of December 31, 1998, regarding
the six nominees for director, including their ages and principal occupations
(which have continued for at least the past five years unless otherwise noted).
MARK C. SMITH is one of the co-founders of the Company and has served as
Chairman of the Board and Chief Executive Officer of the Company since it
commenced operations in January 1986. He also served as President of the
Company from 1986 until November 1995. Mr. Smith is 58.
LONNIE S. MCMILLIAN is one of the co-founders of the Company and currently
serves as Senior Vice President, Secretary and a director of the Company. Mr.
McMillian served as Vice President -Engineering of the Company from January 1986
until August 1996 and as Treasurer of the Company from January 1986 to January
1997. Mr. McMillian has served as Secretary and a director of the Company since
January 1986. Mr. McMillian is 70.
HOWARD A. THRAILKILL joined the Company in 1992 as Executive Vice President
and Chief Operating Officer. In November 1995, Mr. Thrailkill was elected
President of the Company. Mr. Thrailkill has served as a director of the
Company since October 1995. Mr. Thrailkill is 60.
WILLIAM L. MARKS has served as Chairman of the Board and Chief Executive
Officer of Whitney Holding Corp., the holding company for Whitney National Bank
of New Orleans, since 1990, and served in various executive and management
capacities with AmSouth Bank, N.A. from 1984 to 1990. Mr. Marks has served as a
director of the Company since 1993. Mr. Marks is 56.
ROY J. NICHOLS has served as Vice Chairman of the Board and Chief Technical
Officer of Nichols Research Corporation (a defense and information systems
company) since 1991. Mr. Nichols has served as a director of the Company since
1994. Mr. Nichols is 60.
JAMES L. NORTH is an attorney with James L. North & Associates in
Birmingham, Alabama and has been counsel to the Company since the incorporation
of the Company in November 1985. Mr. North has been a practicing attorney since
1965. Mr. North has served as a director of the Company since 1993. Mr. North
is 62.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the full
Board and through committees of the Board, consisting of an Audit Committee, a
Compensation Committee and a Stock Option Plan Committee. During the fiscal
year ended December 31, 1998, the Board of Directors held five meetings, the
Audit Committee held one meeting and the Stock Option Plan Committee held four
meetings; the Compensation Committee held no meetings because the Board of
Directors reviewed and approved the compensation paid to the Company's executive
officers and performed the duties that otherwise would have been performed by
the Compensation Committee. Attendance at meetings of the Board and its
committees as a whole averaged 84%. No director attended less than 60% of the
aggregate of meetings of the Board of Directors and meetings of the committees
of which he is a member.
6
<PAGE>
The Audit Committee makes recommendations to the Board concerning the
appointment of the Company's independent accountants; reviews with such
accountants their audit plan, the scope and results of their audit engagement
and the accompanying management letter, if any; reviews the scope and results of
the Company's internal auditing procedures; consults with the independent
accountants and management with regard to the Company's accounting methods and
the adequacy of its internal accounting controls; approves professional services
provided by the independent accountants; reviews the independence of the
independent accountants; and reviews the range of the independent accountants'
audit and non-audit fees. The Audit Committee is composed of William L. Marks
and Roy J. Nichols.
The Compensation Committee is responsible for setting the compensation of
the Chairman of the Board and Chief Executive Officer and reviewing his
recommendations regarding the compensation of the Company's other executive
officers. The Compensation Committee is composed of William L. Marks, Roy J.
Nichols and James L. North.
The Stock Option Plan Committee is responsible for administering the
Company's 1996 Employee's Incentive Stock Option Plan. The Stock Option Plan
Committee is composed of William L. Marks and Roy J. Nichols.
The Board of Directors as a whole functions as the nominating committee to
select management's nominees for election as directors of the Company. The
Board of Directors will consider stockholders' nominees for election as
directors at the Company's 2000 Annual Meeting of Stockholders if submitted to
the Company on or before November 11, 1999. See "Stockholder Proposals for 2000
Annual Meeting" below.
DIRECTOR COMPENSATION
Non-employee directors of the Company are paid an annual fee of $10,000,
plus $1,000 for each Board or committee meeting attended in person and $500 for
attendance at each Board or committee meeting conducted by telephone. Directors
who are employees of the Company receive no directors' fees. All directors are
reimbursed for their reasonable expenses in connection with the performance of
their duties.
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth, for the fiscal years ended December 31,
1998, 1997 and 1996, the total compensation earned by the Company's Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company who were serving as executive officers as of December
31, 1998 (collectively referred to as the "named executive officers"). For
information regarding the various factors considered by the Board of Directors
in determining the compensation of the Chief Executive Officer and, generally,
the other executive officers of the Company, see "Board of Directors' Report on
Executive Compensation" below.
7
<PAGE>
Table 1: Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-------------------
All Other
Name and Principal Position Year Salary(1) Bonus(2) Compensation(3)
----------------------------- ------- ---------- ----------- ---------------
<S> <C> <C> <C> <C>
Mark C. Smith 1998 $265,000 $ -0- $ 4,000
Chairman of the Board and Chief Executive 1997 243,900 -0- 4,750
Officer 1996 216,408 75,557 4,750
Steven L. Harvey 1998 262,561 4,000
Vice President of Sales - CPE 1997 129,808 113,374 43,468
1996 52,885 60,066 83,127
Robert A. Fredrickson 1998 152,000 182,731 4,000
Vice President of Sales - Telco 1997 129,808 105,434 6,104
1996 30,293 49,974 14,843
Danny J. Windham 1998 202,000 100,600 4,000
Vice President of Marketing - CPE 1997 174,423 -0- 3,393
1996 157,829 55,472 3,418
Thomas R. Stanton 1998 200,000 80,000 4,000
Vice President of Marketing - Telco 1997 159,231 -0- 3,963
1996 140,000 48,538 11,811
</TABLE>
_____________________
(1) Includes amounts deferred at the election of the executive officers pursuant
to the Company's Section 401(k) retirement plan.
(2) Includes amounts paid pursuant to Officer Bonus Plan and earned as
commissions on sales.
(3) Represents Company contributions to the executive officers' Section 401(k)
retirement plan accounts and moving expenses related to commencing
employment for Mr. Harvey, Mr. Fredrickson and Mr. Stanton.
OPTIONS
The Company granted options to the following named executive officers during
the fiscal year ended December 31, 1998: Steven L. Harvey - 40,000; Robert A.
Fredrickson - 40,000; Danny J. Windham - 50,000 and Thomas R. Stanton - 50,000.
The following table sets forth option exercises by the named executive officers
during the fiscal year ended December 31, 1998, including the aggregate value of
gains on the date of exercise. The table also sets forth (i) the number of
shares covered by options (both exercisable and unexercisable) as of December
31, 1998 and (ii) the respective value for "in-the-money" options, which
represents the positive spread between the exercise price of existing options
and the fair market value of the Company's Common Stock at December 31, 1998.
8
<PAGE>
TABLE 2: AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of the Unexercised
Options at Fiscal In-the-Money Options at
Year-End(#) Fiscal Year-End($)
-------------------------- --------------------------
Shares Acquired Value
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
------ ---------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark C. Smith -0- $0.00 -0- -0- $0.00 $0.00
Steven L. Harvey -0- 0.00 15,500 74,500 0.00 0.00
Robert A. Fredrickson -0- 0.00 10,687 79,313 0.00 0.00
Danny J. Windham -0- 0.00 7,000 78,000 0.00 0.00
Thomas R. Stanton -0- 0.00 10,593 79,407 0.00 0.00
</TABLE>
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
This Report on Executive Compensation of the Board of Directors of the
Company discusses the methods that were used to establish executive compensation
for the fiscal year ended December 31, 1998. The report specifically reviews
the methods employed in setting the compensation of the Company's Chairman of
the Board and Chief Executive Officer (the "Chief Executive Officer") and
generally with respect to all executive officers.
For 1998, the compensation of the Chief Executive Officer was established by
the Board of Directors without any reference to quantitative measures of
individual or Company performance but based instead solely on the Board's
subjective evaluation of the performance of the Chief Executive Officer and the
Company.
The compensation paid to the Company's other executive officers for 1998 was
established by the Chief Executive Officer in his discretion and was recommended
by him to the Board of Directors for approval. Similar to the establishment of
the Chief Executive Officer's compensation by the Board of Directors, the Chief
Executive Officer based the compensation levels of the other executive officers
not on any quantitative measures of individual or Company performance but upon
his subjective evaluation of the performance of the individual executive
officers and the Company. The Board of Directors approved the recommendations
of the Chief Executive Officer with regard to the 1998 compensation of each of
the other executive officers of the Company.
In 1997, the Board of Directors established a bonus incentive compensation
program (the "Bonus Program") for certain executive officers of the Company.
Bonuses granted under the Bonus Program are determined by a formula based on (i)
targeted increases in per share after tax earnings of the Company from the end
of a fiscal year to the end of the following fiscal year and (ii) achievement
of specified operational targets on a divisional level such as unit volume
targets. In addition, from time to time, the Chief Executive Officer has granted
additional bonuses to executive officers based upon his assessment of their
individual performance. The bonuses disclosed in Table 1 for 1998 include (i)
bonuses granted as a result of the acheivement of specified operational targets
and (ii) individual performance bonuses granted by the Chief Executive Officer.
LIMITATIONS ON THE DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Pursuant to the Omnibus Budget Reconciliation Act of 1993, certain non-
performance-based compensation in excess of $1,000,000 to executives of public
companies is no longer deductible to these companies. Qualifying performance-
based
9
<PAGE>
incentive compensation, however, would be both deductible and excluded for
purposes of calculating the $1,000,000 compensation threshold. In this regard,
the Compensation Committee must determine whether any actions with respect to
this new limit should be taken by the Company. The Company's executive
compensation for 1998 did not exceed the legal limitations. The Compensation
Committee will continue to monitor this situation and will take appropriate
action if it is warranted in the future.
Compensation Committee: Williams L. Marks, Roy J. Nichols and James L. North.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
James L. North, a partner in the law firm of James L. North & Associates, is
a director of the Company and beneficially owns 141,000 shares of the Common
Stock of the Company. The Company paid James L. North & Associates fees of
$78,485.00 plus expenses of $1,264.73 for legal services rendered during 1998.
All bills for services rendered by James L. North & Associates are reviewed and
approved by the Company's Vice President - Finance and Chief Financial Officer.
Management believes that the fees for such services are comparable to those
charged by other firms for services rendered to the Company.
STOCK PERFORMANCE GRAPH
The Company's Common Stock began trading on the Nasdaq National Market on
August 9, 1994. The price information reflected for the Company's Common Stock
in the following performance graph and accompanying table represents the closing
sales prices of the Common Stock for the period from August 9, 1994 through
December 31, 1998 on an annual basis. The graph and the accompanying table
compare the cumulative total stockholders' return on the Company's Common Stock
with the Nasdaq Telecommunications Index and the Nasdaq US Index. The
calculations in the following graph and table assume that $100 was invested on
August 9, 1994 in each of the Company's Common Stock, the Nasdaq
Telecommunications Index and the Nasdaq US Index and also assume dividend
reinvestment. The closing sale price of the Common Stock on the Nasdaq National
Market was $19.75 per share on March 1, 1999.
10
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ TELECOMMUNICATIONS INDEX AND NASDAQ US INDEX
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
=================================================================================================================
8/9/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
=================================================================================================================
ADTRAN, Inc. $100 $254 $603 $461 $306 $203
=================================================================================================================
NASDAQ Telecommunications $100 $ 96 $126 $129 $191 $312
Index
=================================================================================================================
NASDAQ US Index $100 $105 $148 $182 $224 $314
=================================================================================================================
</TABLE>
11
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and regulations of the Securities and Exchange Commission
thereunder require the Company's directors, officers and persons who own more
than 10% of the Company's Common Stock, as well as certain affiliates of such
persons, to file initial reports of their ownership of the Company's Common
Stock and subsequent reports of changes in such ownership with the Securities
and Exchange Commission and the National Association of Securities Dealers, Inc.
Directors, officers and persons owning more than 10% of the Company's Common
Stock are required by Securities and Exchange Commission regulations to furnish
the Company with copies of all Section 16(a) reports they file. Based solely on
its review of the copies of such reports received by it, the Company believes
that during the fiscal year ended December 31, 1998, its directors, officers and
owners of more than 10% of its Common Stock complied with all applicable filing
requirements, except that (i) a delinquent Form 4 filing for Robert A.
Fredrickson was disclosed on a year-end Form 5 filing and (ii) two Form 4
reports for Jude T. Panetta were filed after their respective due dates.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company, upon the recommendation of the Audit
Committee, has appointed the firm of PricewaterhouseCoopers LLP to serve as
independent accountants of the Company for the fiscal year ending December 31,
1999, and has directed that such appointment be submitted to the stockholders of
the Company for ratification at the Annual Meeting. PricewaterhouseCoopers LLP
has served as independent accountants of the Company since 1986 and is
considered by management of the Company to be well qualified. If the stock
holders do not ratify the appointment of PricewaterhouseCoopers LLP the Board of
Directors will reconsider the appointment.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if they desire to do
so. They also will be available to respond to appropriate questions from
stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE COMPANY.
PROPOSALS 3 AND 4 - RATIFICATION OF PROPOSALS TO AMEND THE
1995 DIRECTORS STOCK OPTION PLAN
INTRODUCTION
The Company's 1995 Directors' Stock Option Plan (the "1995 Directors' Stock
Option Plan") currently permits non-qualified stock options to purchase up to an
aggregate of 70,000 shares of Common Stock of the Company, subject to adjustment
in the event of a recapitalization, merger, stock split or any other change in
the corporate structure or shares of stock of the Company, to be granted to
directors who are not employees of the Company or any parent or subsidiary
corporation of the Company. The following description of the 1995 Directors'
Stock Option Plan is qualified in its entirety by reference to the applicable
provisions of the 1995 Directors' Stock Option Plan and agreements related to
the 1995 Directors' Stock Option Plan.
12
<PAGE>
PROPOSED AMENDMENT
The Board of Directors of the Company has approved, and recommends that the
stockholders of the Company approve, an amendment to the 1995 Directors' Stock
Option Plan to increase the number of shares authorized for issuance under the
1995 Directors' Stock Option Plan from 70,000 shares to 200,000 shares. The
Board of Directors of the Company has also approved, and recommends that the
stockholders of the Company approve an amendment to the 1995 Directors' Stock
Option Plan (a) to increase the initial option grant to an incoming director to
10,000 shares of Common Stock and (b) to increase the subsequent annual option
grant to a director from 2,000 to 5,000 shares of Common Stock.
STOCK SUBJECT TO OPTIONS
The stock subject to the options is the Company's authorized but unissued
or reacquired Common Stock. On March 1, 1999, the closing price of the Company's
Common Stock as reported by the Nasdaq National Market on that day was $19.75
per share. The unexercised portion of shares of Common Stock allocable to
expired or terminated options granted under the 1995 Directors' Stock Option
Plan may again become subject to options under the 1995 Directors' Stock Option
Plan.
TYPES OF AWARDS
Non-qualified stock options ("Options") may be granted under the 1995
Directors' Stock Option Plan.
ADMINISTRATION
The 1995 Directors' Stock Option Plan is administered by the Board of
Directors or by a Directors' Stock Option Plan Committee (the "Committee"),
consisting of two or more individuals appointed by the Board of Directors of the
Company from among its members. The Board from time to time may remove members
from, or add members to, the Committee, and shall fill all vacancies on the
Committee. Presently, the Board of Directors administers the 1995 Directors'
Stock Option Plan.
The Board of Directors or the Committee, as the case may be, has authority
to interpret the provisions of, and prescribe, amend and rescind any rules and
regulations relating to, the 1995 Directors' Stock Option Plan.
ELIGIBILITY AND GRANTS OF OPTIONS
13
<PAGE>
Under the terms of the 1995 Directors' Stock Option Plan, all directors who
are not employees of the Company or any parent or subsidiary corporation of the
Company shall receive a grant of Options as set forth in the 1995 Directors'
Stock Option Plan. As of December 31, 1998, there were three non-employee
directors of the Company. Presently, under the 1995 Directors' Stock Option
Plan, upon initially becoming a director of the Company, an individual will
receive a grant of an Option to purchase 5,000 shares of Common Stock of the
Company. In addition, as of December 31 of each calendar year following the
calendar year in which the director begins his service as a director of the
Company, the director will receive an additional grant of an Option to purchase
2,000 shares of Common Stock of the Company, provided that such director is
still serving as a director of the Company on such date. Under the 1995
Directors' Stock Option Plan as it is proposed to be amended, upon initially
becoming a director of the Company, an individual will receive a grant of an
Option to purchase 10,000 shares of Common Stock of the Company. In addition, as
of December 31 of each calendar year following the calendar year in which the
director begins his service as a director of the Company, the director will
receive an additional grant of an Option to purchase 5,000 shares of Common
Stock of the Company, provided that such director is still serving as a director
of the Company on such date.
SHARES AVAILABLE
The stock subject to the Options and other provisions of the 1995
Directors' Stock Option Plan is the authorized but unissued or reacquired shares
of Common Stock of the Company. Subject to adjustment in accordance with the
terms of the 1995 Directors' Stock Option Plan, up to 70,000 shares of Common
Stock, in the aggregate, may be granted or purchased under the 1995 Directors'
Stock Option Plan, and the unexercised portion of shares of Common Stock
allocable to expired or terminated Options may again become subject to Options
under the 1995 Directors' Stock Option Plan. As of December 31, 1998, there were
only 28,000 shares of Common Stock available for grant under the 1995 Directors'
Stock Option Plan; after the amendment, there would be 158,000 shares available
for grant under the 1995 Directors' Stock Option Plan.
TERMS OF OPTIONS
OPTION PRICE. The purchase price of the Common Stock underlying each Option
granted under the 1995 Directors' Stock Option Plan will be the fair market
value of the Common Stock on the date the option is granted.
VESTING. Options granted under the 1995 Directors' Stock Option Plan will
become exercisable (i.e., vested) as of the first anniversary of the grant date;
provided, if the optionee ceases to be a director of the Company, the optionee's
rights with regard to all non-vested Options cease immediately. Notwithstanding
the foregoing, all non-vested Options previously granted to an optionee
immediately vest upon the optionee becoming "Disabled" (as defined in the 1995
Directors' Stock Option Plan), or upon his death or upon a "Change of Control"
of the Company (as defined in the 1995 Directors' Stock Option Plan). See
"Change of Control" below.
TERM AND EXERCISE OF OPTIONS. The term of any Option shall commence on the
date of grant and shall expire ten years from the date the Option is granted. An
Option granted under the 1995 Directors' Stock Option Plan may be exercised for
less than the full number of shares of Common Stock subject to such Option,
provided that no Option may be exercised for less than (i) 100 shares or (ii)
the total remaining shares subject to the Option, if less than 100 shares. Upon
exercise of an Option, an optionee must pay for
14
<PAGE>
the Common Stock subject to the exercise. Payment may be made in cash, in shares
of Common Stock (including the retention by the Company of optioned shares of
Common Stock with a fair market value equal to the exercise price), or by a
combination of the foregoing.
TRANSFERS. The 1995 Directors' Stock Option Plan does not permit an
optionee to sell, assign or otherwise transfer Options except by transfer to a
"Beneficiary" at the death of the optionee, and any other purported transfer is
null and void. Options are exercisable during the optionee's life only by the
optionee (unless the optionee is incapacitated and unable to exercise options).
Upon the death of the optionee, Options will be exercisable by the optionee's
"Beneficiary."
TERMINATION OF SERVICE AS A DIRECTOR. Vested Options must be exercised
within the earlier of: (i) three months after an optionee ceases to be a
director of the Company or any parent or subsidiary for any reason other than
death or disability (unless the director dies within this three month period) or
for "cause" (as defined in the 1995 Directors' Stock Option Plan); (ii) the
expiration date of the option; (iii) immediately upon the removal of the
director for "cause"; (iv) one year after termination of service as a director
of the Company or a parent or subsidiary because of disability unless the
optionee dies within this one year period; or (v) one year after the death of an
optionee who dies (a) while serving as a director of the Company or a parent or
subsidiary, (b) within three months after service as a director is terminated by
the Company or a parent or subsidiary, or (c) within one year after service as a
director of the Company or a parent or subsidiary is terminated due to
disability.
AMENDMENT AND TERMINATION
The Board of Directors of the Company may amend or terminate the 1995
Directors' Stock Option Plan at any time, provided that (i) no amendment may be
effected without the consent of the optionees if such amendment would affect in
any way the rights of such optionees under the 1995 Directors' Stock Option
Plan, and (ii) no amendment may be effected without the prior approval of the
stockholders of the Company if (A) the amendment would cause the applicable
portions of the 1995 Directors' Stock Option Plan to fail to qualify as an
"incentive stock option plan" pursuant to Section 422 of the Internal Revenue
Code of 1996, amended (the "Code"), (B) the amendment would materially increase
the benefits accruing to participants under the 1995 Directors' Stock Option
Plan, (C) the amendment would materially increase the number of securities which
may be issued under the 1995 Directors' Stock Option Plan or (D) the amendment
would materially modify the requirements as to eligibility for participation in
the 1995 Directors' Stock Option Plan.
The 1995 Directors' Stock Option Plan will terminate on the later of (i)
the complete exercise or lapse of the last outstanding Option granted under the
1995 Directors' Stock Option Plan or (ii) the last date upon which Options may
be granted under the 1995 Directors' Stock Option Plan, subject to its earlier
termination by the Board at any time.
CHANGE OF CONTROL
For purposes of the 1995 Directors' Stock Option Plan, the term "Change of
Control" is defined to mean any one of the following events:
(i) The acquisition by a Person (including "affiliates" and "associates"
of such Person, but excluding the Company, any "parent" or "subsidiary" of the
Company, or any employee benefit plan of the Company
15
<PAGE>
or of any "parent" or "subsidiary" of the Company) of a sufficient number of
shares of the Common Stock, or securities convertible into the Common Stock, and
whether through direct acquisition of shares or by merger, consolidation, share
exchange, reclassification of securities or recapitalization of or involving the
Company or any "parent" or "subsidiary" of the Company, to constitute the Person
the actual or beneficial owner of greater than 50% of the Common Stock, but only
if such acquisition occurs without approval or ratification by a majority of the
members of the Board prior to such acquisition; or
(ii) Any sale, lease, transfer, exchange, mortgage, pledge or other
disposition, in one transaction or a series of transactions, of all or
substantially all of the assets of the Company or of any "parent" or
"subsidiary" of the Company to a Person described in subsection (a) above, but
only if such transaction occurs without approval or ratification by a majority
of the members of the Board.
ADJUSTMENTS
In the event of changes in the number of outstanding shares of the Common
Stock by reason of a recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares of Common Stock, an
appropriate and equitable adjustment will be made by the Committee to the number
and kind of shares subject to Options granted under the 1995 Directors' Stock
Option Plan, and to the number and kind of shares remaining available for the
granting of Options.
Additionally, in the event that the Company is involved in a reorganization
involving a merger, consolidation, acquisition of the stock or acquisition of
the assets of the Company that does not constitute a Change of Control, the
Committee, in its discretion, may declare that (i) outstanding Options apply to
the securities of the resulting corporation; (ii) outstanding Options are non-
forfeitable and fully exercisable or vested; and/or (iii) outstanding Options
are non-forfeitable and fully exercisable or vested and are to be terminated
after giving at least 30 days notice to all optionees. If the Company is
dissolved, all of the rights of all optionees will become immediately non-
forfeitable and exercisable through the date of dissolution.
FEDERAL INCOME TAX CONSEQUENCES
The tax effects of any options granted under the 1995 Directors' Stock
Option Plan should be determined under Section 83 of the Code. The following is
a brief description of the consequences under the Code of the receipt or
exercise of Options.
NON-QUALIFIED STOCK OPTIONS. Neither the Company nor the option holder has
income tax consequences from the issuance of non-qualified stock options
("NQSOs"). Generally, in the tax year when an option holder exercises NQSOs, the
option holder recognizes ordinary income in the amount by which the fair market
value of the shares at the time of exercise exceeds the option price for such
shares. The Company will have a deduction in the same amount as the ordinary
income recognized by the option holder in the Company's tax year in which or
with which the option holder's tax year (of exercise) ends.
If an option holder exercises a NQSO by paying the option price with
previously acquired shares of Common Stock, the option holder will recognize
income (relative to the new shares he is receiving) in two steps. In the first
step, a number of new shares equivalent to the number of older shares tendered
(in payment of the NQSO exercised) is considered to have been exchanged in
accordance with Section 1036 of the Code and the rulings thereunder, and no gain
or loss is recognized. In the second step, with respect to the number of new
shares acquired in excess of the number of old shares tendered, the option
holder will
16
<PAGE>
recognize income on those new shares equal to their fair market value less any
non-stock consideration tendered.
The new shares equal to the number of the older shares tendered will
receive the same basis the option holder had in the older shares, and the option
holder's holding period with respect to the tendered older shares will apply to
those new shares. The excess new shares received will have a basis equal to the
amount of income recognized by the option holder by exercise, increased by any
non-stock consideration tendered. Their holding period will commence upon the
exercise of the option.
ERISA. The 1995 Directors' Stock Option Plan is not, and is not intended to
be, an employee benefit plan or qualified retirement plan. The 1995 Directors'
Stock Option Plan is not, therefore, subject to the Employee Retirement Income
Security Act of 1974, as amended, or Section 401(a) of the Code.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE PROPOSALS TO AMEND THE 1995 DIRECTORS' STOCK OPTION PLAN.
STOCKHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of stockholders, including nominations for the Board of
Directors, intended to be presented at the 2000 Annual Meeting of Stockholders
should be submitted by certified mail, return receipt requested, and must be
received by the Company at its executive offices in Huntsville, Alabama, on or
before November 11, 1999 to be eligible for inclusion in the Company's proxy
statement and form of proxy relating to that meeting and to be introduced for
action at the meeting. Any stockholder proposal must be in writing and must set
forth (i) a description of the business desired to be brought before the meeting
and the reasons for conducting the business at the meeting, (ii) the name and
address, as they appear on the Company's books, of the stockholder submitting
the proposal, (iii) the class and number of shares that are beneficially owned
by such stockholder, (iv) the dates on which the stockholder acquired the
shares, (v) documentary support for any claim of beneficial ownership, (vi) any
material interest of the stockholder in the proposal, (vii) a statement in
support of the proposal and (viii) any other information required by the rules
and regulations of the Securities and Exchange Commission.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Stockholders which
may properly come before the Annual Meeting. However, if any other matter should
be properly presented for consideration and voting at the Annual Meeting or any
adjournments thereof, it is the intention of the persons named as proxies on the
enclosed form of proxy card to vote the shares represented by all valid proxy
cards in accordance with their judgment of what is in the best interest of the
Company.
17
<PAGE>
By Order of the Board of Directors.
/s/ Mark C. Smith
-------------------------
Mark C. Smith
Chairman of the Board and
Chief Executive Officer
Huntsville, Alabama
March 10, 1999
___________________________________
The Company's 1998 Annual Report, which includes audited financial
statements, has been mailed to stockholders of the Company with these proxy
materials. The Annual Report does not form any part of the material for the
solicitation of proxies.
18
<PAGE>
REVOCABLE PROXY COMMON STOCK
ADTRAN, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1999 ANNUAL MEETING
OF STOCKHOLDERS
The undersigned hereby appoints Howard A. Thrailkill and John R. Cooper, and
each of them, proxies, with full power of substitution, to act for and in the
name of the undersigned to vote all shares of Common Stock of ADTRAN, Inc.
(the "Company") which the undersigned is entitled to vote at the 1999 Annual
Meeting of Stockholders of the Company, to be held at the headquarters of the
Company, 901 Explorer Boulevard, Huntsville, Alabama, on Tuesday, April 20,
1999, at 10:30 a.m., local time, and at any and all adjournments thereof, as
indicated below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE BELOW-LISTED
PROPOSALS
1. Elect as directors the six nominees listed below to serve until the 2000
Annual Meeting of Stockholders and until their successors are elected and
qualified (except as marked to the contrary below):
[_] FOR ALL NOMINEES listed below [_] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below.
below).
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
Mark C. Smith, Lonnie S. McMillian, Howard A. Thrailkill, William L. Marks,
Roy J. Nichols, and James L. North
2. Ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for the fiscal year ending December 31, 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Approve an amendment to the Company's 1995 Directors' Stock Option Plan
which increases the aggregate number of shares of Common Stock authorized
for issuance under the plan from 70,000 to 200,000.
[_] FOR [_] AGAINST [_] ABSTAIN
4. Approve an amendment to the Company's 1995 Directors' Stock Option Plan
which (a) increases the initial stock option grant to an incoming director
to 10,000 shares of Common Stock and (b) increases the subsequent annual
grants to a director from 2,000 to 5,000 shares of Common Stock.
[_] FOR [_] AGAINST [_] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting and any and all
adjournments thereof.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
<PAGE>
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY CARD WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED ON THE
REVERSE SIDE OF THIS PROXY CARD. IF ANY OTHER BUSINESS IS PRESENTED AT THE
ANNUAL MEETING, THIS PROXY CARD WILL BE VOTED BY THE PROXIES IN THEIR BEST
JUDGMENT. At the present time, the Board of Directors knows of no other
business to be presented at the Annual Meeting.
The undersigned may elect to withdraw this proxy card at any time prior to its
use by giving written notice to Charlene Little, Assistant Secretary of the
Company, by executing and delivering to Ms. Little a duly executed proxy card
bearing a later date, or by appearing at the Annual Meeting and voting in
person.
----------------------------
Signature
----------------------------
Signature, if shares held jointly
Date: ____________________________, 1999
Please mark, date and sign exactly as your name appears on this proxy card.
When shares are held jointly, both holders should sign. When signing as
attorney, executor, administrator, trustee, guardian or custodian, please give
your full title. If the holder is a corporation or a partnership, the full
corporate or partnership name should be signed by a duly authorized officer.
Do you plan to attend the Annual Meeting? [_] YES [_] NO
<PAGE>
March 10, 1999
By Electronic Transmission
- --------------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: ADTRAN, Inc. (Commission File No. 0000926282) --
Definitive Proxy Materials pursuant to SEC Rule 14a-6(b)
Ladies and Gentlemen:
On behalf of our client, ADTRAN, Inc. (the "Company"), we submit herewith
for filing with the Commission by EDGAR one definitive copy of the Company's
Proxy Statement and form of proxy card relating to the Company's 1999 Annual
Meeting of Stockholders to be held on April 20, 1999. The proxy materials
relate to proposals for (i) the election of directors, (ii) the ratification of
the appointment of PricewaterhouseCoopers LLP as independent accountants of the
Company for the fiscal year ending December 31, 1999 and (iii) the approval of
amendments to the 1995 Directors' Stock Option Plan.
Very truly yours,
/s/ Thomas P. Lauth III
--------------------------
Thomas P. Lauth III
Enclosures
cc: John R. Cooper
Dianna Beavers
Charlene Little
James L. North
Thomas H. Wardell
Note: Rule 14a-6, as amended September 17, 1996, provides that no filing fee is
required for proxy materials other than those relating to mergers, spinoffs,
etc.
