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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:
|X| Preliminary proxy statement |_| Confidential, For Use of the
Commission Only (as
|_| Definitive proxy statement permitted by Rule 14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Semitool, Inc.
(Name of Registrant as Specified in Its Charter)
Semitool, Inc.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction.
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
SEMITOOL, INC.
Notice of Annual Meeting of Shareholders
To Be Held February 8, 2000
To the Shareholders of Semitool, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Semitool, Inc., a Montana corporation (the "Company"), will be held at the
Grouse Mountain Lodge, Hwy. 93 & Fairway Drive, Whitefish, Montana 59937, at
2:30 p.m., local time, on February 8, 2000, for the following purposes:
1. ELECTION OF DIRECTORS. To elect six directors of the Company to
serve until the 2001 Annual Meeting of Shareholders or until their successors
are elected and qualified.
2. AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION.
To approve an amendment to the Company's Restated Articles of Incorporation
to increase the authorized number of shares of the Company's capital stock.
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. To ratify
the appointment of PricewaterhouseCoopers LLP as the independent auditors for
the Company for the fiscal year ending September 30, 2000.
4. OTHER BUSINESS. To transact such other business as may properly
come before the Annual Meeting of Shareholders and any adjournment or
postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement, which is attached hereto and made a part hereof.
The Board of Directors has fixed the close of business on January 4,
2000 as the record date for determining the shareholders entitled to notice of
and to vote at the 2000 Annual Meeting of Shareholders and any adjournment or
postponement thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS
IN PERSON, YOU ARE URGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE SO THAT YOUR
SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. YOU MAY
SUBMIT YOUR PROXY (1) OVER THE INTERNET, (2) BY TELEPHONE, OR (3) BY SIGNING,
DATING AND RETURNING THE ENCLOSED PROXY CARD AND MAILING IT IN THE
POSTAGE-PREPAID ENVELOPE PROVIDED. THIS WILL ENSURE YOUR REPRESENTATION AND THE
PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SUBMIT YOUR PROXY CARD AND
THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE YOUR SHARES IN PERSON, YOU MAY
STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES SET FORTH
IN THE PROXY STATEMENT.
By Order of the Board of Directors,
Raymon F. Thompson
Chairman of the Board
Kalispell, Montana
January 20, 2000
<PAGE>
SEMITOOL, INC.
655 West Reserve Drive
Kalispell, Montana 59901
PROXY STATEMENT
General Information
This Proxy Statement is furnished to the shareholders of Semitool,
Inc., a Montana corporation (the "Company"), in connection with the solicitation
by the Board of Directors of the Company (the "Board" or "Board of Directors")
of proxies in the accompanying form for use in voting at the 2000 Annual Meeting
of Shareholders of the Company (the "Annual Meeting") to be held on February 8,
2000, at the Grouse Mountain Lodge, Hwy. 93 & Fairway Drive, Whitefish, Montana
59937, at 2:30 p.m., local time, and any adjournment or postponement thereof.
The shares represented by the proxies received, properly marked, dated, executed
and not revoked will be voted at the Annual Meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is exercised by delivering to the Company
(to the attention of Mr. William A. Freeman) a written notice of revocation or a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person.
Solicitation and Voting Procedures
The solicitation of proxies will be conducted by mail and the Company
will bear all attendant costs. These costs will include the expense of preparing
and mailing proxy materials for the Annual Meeting and reimbursements paid to
brokerage firms and others for their expenses incurred in forwarding
solicitation material regarding the Annual Meeting to beneficial owners of the
Company's Common Stock. The Company may conduct further solicitation personally,
by telephone or by facsimile through its officers, directors and regular
employees, none of whom will receive additional compensation for assisting with
such solicitation.
The close of business on January 4, 2000 has been fixed as the record
date (the "Record Date") for determining the holders of shares of Common Stock
of the Company entitled to notice of and to vote at the Annual Meeting. As of
the close of business on the Record Date, the Company had approximately
13,824,998 shares of Common Stock outstanding and entitled to vote at the Annual
Meeting. The presence at the Annual Meeting of a majority of these shares of
Common Stock of the Company, either in person or by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting. Each outstanding
share of Common Stock on the Record Date is entitled to one (1) vote on all
matters. With respect to the election of directors, each shareholder is entitled
to cumulate his or her votes, meaning that such shareholder can multiply the
number of shares owned by the number of board positions to be filled, and
allocate such votes for all or as many director-nominees as he or she may
designate.
An automated system administered by the Company's transfer agent will
tabulate votes cast by proxy at the meeting, and the inspector of elections
appointed for the meeting will tabulate votes cast in person at the meeting. The
amendment of the Restated Articles of Incorporation to increase the number of
authorized shares of Common Stock and the ratification of the independent
auditors will require the affirmative vote of a majority of the shares of the
Company's outstanding Common Stock. Because abstentions are treated as shares
present or represented and entitled to vote for the purposes of determining
whether a matter has been approved by the stockholders, abstentions have the
same effect as negative votes. Broker non-votes and shares as to which proxy
authority has been withheld with respect to any matter are not deemed to be
entitled to vote for purposes of determining whether stockholder approval of
that matter has been obtained and effectively count as votes against Proposal
No. 2, the Amendment to the Restated Articles of Incorporation, as amended,
and Proposal No. 3 the ratification of the independent auditors.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
As set by the Board of Directors pursuant to the Bylaws of the Company,
the authorized number of directors is set at six. Six directors will be elected
at the Annual Meeting to serve until the 2001 Annual Meeting of Shareholders or
until their successors are elected or appointed and qualified or until the
director's earlier resignation or removal. In the event that any nominee of the
Company is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the additional vacancy. In the event that
additional persons are nominated for election as directors, the proxy holders
intend to vote all proxies received by them in such a manner, as will assure the
election of as many of the nominees listed below as possible, and, in such
event, the specific nominees to be voted for will be determined by the proxy
holders. The Board has no reason to believe that the persons named below will be
unable or unwilling to serve as a nominee or as a director, if elected. Each of
the six nominees for director who receives the greatest number of votes will be
elected.
Set forth below is the age and certain biographical information
relating to the director nominees.
Raymon F. Thompson, age 58, founded the Company in 1979 and has served
as Chairman since the Company's inception. Mr. Thompson previously served
as Chief Executive Officer and President. In 1979, Mr. Thompson designed,
patented and introduced the first on-axis rinser/dryer for the semiconductor
industry.
Howard E. Bateman, age 65, has served on the Company's Board of
Directors since 1990. Mr. Bateman formerly owned and operated Entech, a
Pennsylvania company that was an independent sales representative for the
Company's products from 1979 to 1996.
Richard A. Dasen, age 57, has served on the Company's Board of
Directors since 1984. From 1974 to 1992, Mr. Dasen owned and managed Evergreen
Bancorporation, a multi-bank holding company. Since 1992, Mr. Dasen has been an
independent businessman.
Timothy C. Dodkin, age 50, joined the Company in 1985 and served as the
Company's European Sales Manager from 1985 to 1986. Since 1986, Mr. Dodkin has
served as Managing Director of Semitool Europe, Ltd. Prior to joining the
Company, Mr. Dodkin worked at Cambridge Instruments, a semiconductor equipment
manufacturer, for ten years in national and international sales.
Daniel J. Eigeman, age 65, has served on the Company's Board of
Directors since 1985. From 1971 to 1993, Mr. Eigeman was President of Eigeman,
Hanson & Co., P.C., an accounting firm, and was a shareholder of Junkermier,
Clark, Campanella, Stevens, P.C., CPAs. Mr. Eigeman currently serves as a
director of CPA Mutual Insurance of America, Inc.
Calvin S. Robinson, age 79, has served as a director of the Company
since 1982 and since February of 1996 has served as the Company's Secretary. Mr.
Robinson has been of counsel to Crowley, Haughey, Hanson, Toole & Dietrich,
P.L.L.P., since 1989. This firm has provided legal services to the Company since
1979. Mr. Robinson is also a director of Winter Sports, Inc.
THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE.
Relationships Among Directors or Executive Officers
There are currently no family relationships among any of the directors
or executive officers of the Company. Mr. Thomas Sulzbacher, former Vice
President, Marketing and Sales, left the Company on April 15, 1999. He is
Mr. Thompson's son-in-law.
Meetings and Committees of the Board of Directors
During the fiscal year ended September 30, 1999, the Board met five
times. The Board has three committees: the Audit Committee, the Compensation and
Stock Option Committee and the Nominating Committee. During the fiscal year
ended September 30, 1999, no director attended fewer than 75% of all the
meetings of the Board and its committees on which he served after becoming a
member of the Board.
The Audit Committee, which held three meetings in the fiscal year ended
September 30, 1999, consisted of Messrs. Dasen, Robinson and Eigeman. The Audit
Committee reviews and supervises the Company's financial controls, including
selecting the Company's auditors, reviewing the books and accounts of the
Company, meeting with the officers of the Company regarding the Company's
financial controls, acting upon recommendations of auditors and taking such
further action as the Audit Committee deems necessary to complete an audit of
the books and accounts of the Company, as well as other matters which may come
before it or as directed by the Board.
The Compensation and Stock Option Committee, which held 10 meetings in
the fiscal year ended September 30, 1999, consists of Messrs. Bateman and
Robinson. The Compensation and Stock Option Committee reviews and approves the
compensation and benefits for the Company's executive officers, administers the
Company's stock option plan and performs such other duties as may from time to
time be determined by the Board.
The Nominating Committee, which held no meetings in the fiscal year
ended September 30, 1999, consists of Messrs. Bateman and Thompson. The
Nominating Committee nominates directors to hold office for the ensuing year and
until their respective successors are duly elected and qualified. The Nominating
Committee may consider recommendations from shareholders if received in writing
addressed to the Secretary of the Company no later than 120 days prior to the
12-month anniversary of the previous annual meeting of shareholders.
Compensation of Directors
Upon becoming a member of the Board, non-employee directors receive
options (the "Initial Option Grants") to purchase 3,000 shares of Common Stock,
and thereafter receive an annual option grant (the "Annual Option Grants") to
purchase 2,000 shares of Common Stock. The Company's non-employee directors
receive a $1,000 monthly fee, $1,000 for each Board meeting attended and $500
for each committee meeting attended that is not held in conjunction with a Board
meeting. All non-employee directors are reimbursed for expenses incurred in
connection with attending meetings of the Board. Employee directors of the
Company do not receive compensation for their services as directors.
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of the Record Date for (i)
each person who is known by the Company to beneficially own more than 5% of the
Common Stock, (ii) each of the Company's directors, (iii) each of the officers
appearing in the Summary Compensation Table below and (iv) all directors and
executive officers as a group. The address for all 5% owners is 655 West
Reserve Drive, Kalipsell, MT 59901.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
--------------------------------------
DIRECTORS, EXECUTIVE OFFICERS AND 5% SHAREHOLDERS NUMBER PERCENT(1)
- -------------------------------------------------- ----------------- -----------------
<S> <C> <C>
Raymon F. and Ladeine A. Thomspon(2) 6,316,184 45.7%
Howard E. Bateman(3) 15,000 *
Richard A. Dasen(3) 14,000 *
Daniel J. Eigeman(3) 11,900 *
Calvin S. Robinson(3) 11,750 *
Timothy C. Dodkin(4) 53,000 *
Fabio Gualandris(5) 32,000 *
William A. Freeman(6) 16,000 *
Gregory L. Perkins(7) 53,850 *
Thomas Sulzbacher 131,125 *
All directors and officers as a group (12 persons)(8) 6,543,984 46.6%
</TABLE>
- ------------------------------------------------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options held by that person that are
currently exercisable or exercisable within 60 days of the Record Date are
deemed outstanding. Such shares, however, are not deemed outstanding for
the purpose of computing the percentage ownership of each other person.
Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to the shares set forth
opposite such person's name.
(2) Includes 212,500 shares held in the name of the Gina Thompson Trust of
which Mr. Thompson is the trustee, and includes 94,700 shares held in the
name of the Floyd Foundation Trust of which Mr. Thompson is the trustee.
(3) Includes 11,000 shares issuable pursuant to options which are exercisable
within 60 days of the Record Date.
(4) Includes 51,500 shares issuable pursuant to options which are exercisable
within 60 days of the Record Date.
(5) Includes 32,000 shares issuable pursuant to options which are exercisable
within 60 days of the Record Date.
(6) Includes 16,000 shares issuable pursuant to options which are exercisable
within 60 days of the Record Date.
(7) Includes 53,850 shares issuable pursuant to options which are exercisable
within 60 days of the Record Date.
(8) Includes 217,650 shares issuable pursuant to options which are exercisable
within 60 days of the Record Date.
<PAGE>
PROPOSAL NO. 2
AMENDMENT OF RESTATED ARTICLES OF INCORPORATION
TO AUTHORIZE 45 MILLION ADDITIONAL SHARES OF COMMON STOCK
The Board of Directors believes that the Company's current capital
structure does not provide sufficient flexibility for the potential future needs
of the Company. Therefore, the Board has unanimously approved an amendment to
the Company's Restated Articles of Incorporation to increase the number of
authorized shares of the Company's Common Stock from 30,000,000 to 75,000,000.
The Board of Directors recommends such amendment to the Company's shareholders
for adoption. If the amendment is adopted, it will become effective upon the
filing of a Certificate of Amendment of the Company's Restated Articles of
Incorporation with the Secretary of State of the State of Montana. At January 4,
2000, 13,824,998 shares were issued and outstanding, 874,887 shares were subject
to outstanding options, 391,302 shares were available for future issuance
pursuant to the Company's stock option plan, leaving a balance of 14,908,813
authorized shares.
Purpose and Effect of the Amendment
The principal purpose of the proposed amendment is to authorize
additional shares of Common Stock which will be available in the event that the
Board of Directors determines that it is necessary or appropriate, among other
things, to effect future stock dividends or stock splits, to raise additional
capital through the sale of securities, to acquire another company or its
business or assets through the issuance of securities.
If the proposed amendment is adopted, the aggregate number of
authorized shares of Common Stock will be increased from 30,000,000 shares to
75,000,000 shares. If the Proposal were adopted, based on the balance of
authorized shares as of January 4, 2000, 59,908,813 shares would be available
for future issuance by the Board of Directors without any shareholder approval,
except in accordance with the requirements of the Nasdaq Stock Market or Montana
law. If the Proposal is not approved, the number of authorized shares will
remain the same and management will have limited flexibility to do the things
described above. Although The Board has no immediate plans, understandings,
agreements or commitments to issue any of the additional shares of Common Stock,
the Board may give consideration to a stock dividend or split, depending on
market and other business conditions,.
There will be no change in the voting rights, dividend rights,
liquidation rights, preemptive rights or any other shareholder rights as a
result of the proposed amendment. The additional shares might be issued at such
times and under such circumstances as to have a dilutive effect on earnings per
share and on the equity ownership of the present holders of Common Stock.
Potential Anti-Takeover Effect
The proposed amendment could, under certain circumstances, have an
anti-takeover effect, although this is not the intent of the proposal. The
increased number of authorized shares of Common Stock could discourage, or be
used to impede, an attempt to acquire or otherwise change control of the
Company. The private placement of shares of Common Stock into "friendly" hands,
for example, could dilute the voting strength of a party seeking control of the
Company. Furthermore, many companies have issued warrants or other rights to
acquire additional shares of Common Stock to the holders of its Common Stock to
discourage or defeat unsolicited share accumulation programs and acquisition
proposals, which programs or proposals may be viewed by the Board of Directors
as not in the best interest of the Company and its shareholders. Although the
Company has no present intent to use the additional authorized shares of Common
Stock for such purposes, if this Proposal is adopted, more capital stock of the
Company would be available for such purposes than is currently available.
Adoption of the amendment to the Company's Restated Articles of
Incorporation to authorize additional shares of Common Stock requires the
approval of a majority of the shares outstanding. Accordingly, a shareholder's
abstention or failure to vote will have the same effect as a vote against the
Proposal. Unless otherwise marked, all properly signed and returned proxies will
be voted FOR Proposal No. 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE AMENDMENT OF THE RESTATED ARTICLES OF INCORPORATION
TO AUTHORIZE 45 MILLION ADDITIONAL SHARES OF COMMON STOCK
<PAGE>
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP has served as the Company's independent
auditors since 1984 and has been appointed by the Board to continue as the
Company's independent auditors for the Company's fiscal year ending September
30, 2000. In the event that ratification of this selection of auditors is not
approved by a majority of the shares of Common Stock voting at the Annual
Meeting in person or by proxy, management will review its future selection of
auditors. A representative of PricewaterhouseCoopers LLP is expected to be
present at the Annual Meeting. The representative will have an opportunity to
make a statement and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2000.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
The following table sets forth information relating to compensation
received by the Company's current and former Chief Executive Officers and the
four other most highly compensated executive officers of the Company (the "Named
Executive Officers") during the periods indicated.
<TABLE>
<CAPTION>
Long-Term
Compensation
Securities
Underlying All Other
Name and Principal Year Salary Bonus Options(#) Compensation
Position
- ------------------------------ ------ --------- -------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Raymon F. Thompson 1999 $ 150,006 -- -- $ 4,971(1)
Chairman of the Board 1998 250,010 -- -- 5,000(1)
of Directors 1997 243,345 -- -- 4,750(1)
Fabio Gualandris(2) 1999 265,008 60,000 10,000 --
President and Chief 1998 130,000 -- 100,000 127,599(3)
Executive Officer
Timothy C. Dodkin(4) 1999 310,000 -- -- 10,188(1)
Managing Director 1998 413,239 -- 25,000 10,313(1)
Semitool Europe Ltd. 1997 303,536 162,749 10,000 2,620(1)
William A. Freeman(5) 1999 180,007 40,000 10,000 5,000(1)
Vice President and 1998 97,504 -- 40,000 25,971(1)
Chief Financial Officer
Gregory L. Perkins 1999 160,006 -- -- 5,000(1)
Vice President and 1998 158,340 -- 20,000 5,225(1)
General Manager 1997 147,472 60,000 7,000 3,938(1)
Thomas Sulzbacher(6) 1999 252,231 -- -- 1,500(1)
Vice President of 1998 189,146 -- 20,000 5,000(1)
Sales and Marketing 1997 151,507 75,025 20,000 5,250(1)
</TABLE>
--------------------------
(1) Represents Company contributions to the Company's 401(k) plan on behalf of
the Named Executive Officer, except that amounts for Mr. Dodkin represent
Company contributions to a United Kingdom employee benefit plan that is
similar to the Company's 401(k) plan on behalf of Mr. Dodkin.
(2) In July 1998, Mr. Gualandris joined Semitool Europe, Ltd., a wholly-owned
subsidiary of the Company. In October 1998, Mr. Gualandris was appointed
President and Chief Executive Officer of the Company. The fiscal 1998
salary amount for Mr. Gualandris reflects salaries received starting in
July of that year.
(3) Includes $120,000 in relocation expenses, $4,050 in housing expenses and
$3,549 in car allowance paid to Mr. Gualandris.
(4) Mr. Dodkin's compensation is paid in UK Pounds Sterling. The average UK
Pound Sterling exchange rates for fiscal 1997, 1998 and 1999 were 1.638,
1.65 and 1.63, respectively.
(5) Includes $14,096 in relocation expenses, $6,875 in car allowance and $5,000
in company contributions to the Company's 401(k) plan.
(6) Mr. Sulzbacher left the Company on April 15, 1999.
<PAGE>
Option Grants in Last Fiscal Year
The following table provides certain information with respect to stock
options granted to the Named Executive Officers during the fiscal year ended
September 30, 1999. In addition, as required by the Securities and Exchange
Commission rules, the table sets forth the hypothetical gains that would exist
for the respective options based on assumed rates of annual compound price
appreciation during the option term.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
Potential Realizable Value
Number of % of Total at Assumed Annual Rate of
Securities Options Stock Price Appreciation
Underlying Granted to Exercise for
Options Employees in Price Per Expiration Option Term(1)
-------------------------
Name Granted(2) Fiscal Year Share Date 5% 10%
- -------------------- ------------ ------------ ------------ ---------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Raymon F. Thompson -- 0% NA NA NA NA
Fabio Gualandris 10,000 7.27% $6.5625 3/4/09 $41,271 $104,589
Timothy C. Dodkin -- 0% NA NA NA NA
William A. Freeman 10,000 7.27% $6.5625 3/4/09 $41,271 $104,589
Gregory L. Perkins -- 0% NA NA NA NA
Thomas Sulzbacher -- 0% NA NA NA NA
</TABLE>
- -------------------------------
(1) Potential realizable value is determined by applying an amount equal to the
fair market value on the date of grant to the stated annual appreciation
rate compounded annually for the remaining term of the option, subtracting
the exercise price at the end of the period and multiplying the remaining
number by the number of shares subject to the option. Actual gains, if any,
on stock option exercise and Common Stock holdings are dependent upon a
number of factors, including the future performance of the Common Stock,
overall stock market conditions, and the timing of option exercises, if
any. There can be no assurance that the amounts reflected in this table
will be achieved.
(2) Reflects options that have a ten year term and vest and become exercisable
at the rate of 5% per quarter.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
During 1999, no named Executive Officer serving as an executive officer
at September 30, 1999, exercised options to purchase shares of the Company's
Common Stock. The following table discloses for each of the Named Executive
Officers certain information relating to options to purchase the Company's
Common Stock held at the end of the fiscal year ended September 30, 1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at September 30, 1999(#) at September 30, 1999($)(1)
---------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
--------------------- ------------------- --------------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
Raymon F. Thompson None None $ 0 $ 0
Fabio Gualandris 21,000 89,000 6,000 35,250
Timothy C. Dodkin 45,750 25,250 4,922 328
William A. Freeman 13,000 37,000 2,250 20,250
Gregory L. Perkins 48,900 20,100 5,797 328
Thomas Sulzbacher None None 0 0
</TABLE>
- ----------------------------
(1) Based on the fair market value of the Company's Common Stock as of
September 30, 1999 of $8.8125.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended September 30, 1999, Messrs. Bateman and
Robinson served on the Compensation Committee of the Board of Directors. No
interlocking relationship exists between any member of the Company's Board of
Directors or Compensation Committee and any member of the Board of Directors or
compensation committee of any other company, nor has such interlocking
relationship existed in the past.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
This section is not "soliciting material," is not deemed "filed" with
the Commission and is not incorporated by reference in any filing of the Company
under the Securities Act of 1933, as amended, or the Securities and Exchange Act
of 1934, as amended, whether made before or after the date hereof and
irrespective of any general language to the contrary.
The Compensation and Stock Option Committee of the Board (the
"Compensation Committee") was formed in 1995 and consists of Messrs. Bateman and
Robinson. Decisions concerning the compensation of the Company's executive
officers are made by the Compensation Committee and reviewed by the full Board
(excluding any interested director).
Executive Officer Compensation Programs
The objectives of the executive officer compensation program are to
attract, retain, motivate and reward key personnel who possess the necessary
leadership and management skills, through competitive base salary, annual cash
bonus incentives, long-term incentive compensation in the form of stock options,
and various benefits, including medical and life insurance plans.
The executive compensation policies of the Compensation Committee are
intended to combine competitive levels of compensation and rewards for above
average performance and to align relative compensation with the achievements of
key business objectives, optimal satisfaction of customers, and maximization of
shareholder value. The Compensation Committee believes that stock ownership by
management is beneficial in aligning management and shareholder interests,
thereby enhancing shareholder value.
Base Salaries. Salaries for the Company's executive officers are
determined primarily on the basis of the executive officer's responsibility,
general salary practices of peer companies and the officer's individual
qualifications and experience. The base salaries are reviewed annually and may
be adjusted by the Compensation Committee in accordance with certain criteria
which include individual performance, the functions performed by the executive
officer, the scope of the executive officer's on-going duties, general changes
in the compensation peer group in which the Company competes for executive
talent, and the Company's financial performance generally. The weight given each
such factor by the Compensation Committee may vary from individual to
individual.
Incentive Bonuses. The Compensation Committee believes that a cash
incentive bonus plan can serve to motivate the Company's executive officers and
management to address annual performance goals, using more immediate measures
for performance than those reflected in the appreciation in value of stock
options. The bonus amounts are based upon recommendations by management and a
subjective consideration of factors including such officer's level of
responsibility, individual performance, contributions to the Company's success
and the Company's financial performance generally.
Stock Option Grants. Stock options are granted to executive officers
and other employees under the Option Plan. Because of the direct relationship
between the value of an option and the stock price, the Compensation Committee
believes that options motivate executive officers to manage the Company in a
manner that is consistent with shareholder interests. Stock option grants are
intended to focus the attention of the recipient on the Company's long-term
performance which the Company believes results in improved shareholder value,
and to retain the services of the executive officers in a competitive job market
by providing significant long-term earning potential. To this end, stock options
generally vest and become fully exercisable over a five-year period. The
principal factors considered in granting stock options to executive officers of
the Company are prior performance, level of responsibility, other compensation
and the executive officer's ability to influence the Company's long-term growth
and profitability. However, the Option Plan does not provide any quantitative
method for weighting these factors, and a decision to grant an award is
primarily based upon a subjective evaluation of the past as well as future
anticipated performance.
Other Compensation Plans. The Company has adopted certain general
employee benefit plans in which executive officers are permitted to participate
on parity with other employees. The Company also provides a 401(k) deferred
compensation pension plan. Benefits under these general plans are indirectly
tied to the Company's performance.
Deductibility of Compensation. Section 162(m) of the Internal Revenue
Code ("IRC") disallows a deduction by the Company for certain compensation
exceeding $1.0 million paid to any Named Executive Officer, excluding, among
other things, certain performance based compensation. Because the compensation
figures for the Named Executive Officers have not approached the limitation, the
Compensation Committee has not had to use any of the available exemptions from
the deduction limit. However, the Option Plan is designed to qualify any
compensation realized by Named Executive Officers from the exercise of an option
as performance based compensation. The Compensation Committee remains aware of
the existence of the IRC Section 162(m) limitations, and the available
exemptions, and will address the issue of deductibility when and if
circumstances warrant the use of such exemptions in addition to the exemption
contemplated under the Option Plan.
Chief Executive Officer Compensation
The compensation of the Chief Executive Officer is reviewed annually on
the same basis as discussed above for all executive officers.
Mr. Gualandris's base salary for the fiscal year ending September 30,
1999 was established at $260,000. His base salary was established in part by
comparing the base salaries of chief executive officers at other companies of
similar size. Mr. Gualandris's base salary is at the approximate median of the
base salary range for Presidents/Chief Executive Officers of comparable
companies. Mr. Gualandris received stock options to purchase 10,000 shares of
the Company's Common Stock during fiscal year 1999 and he received a bonus of
$60,000.
MEMBERS OF THE COMPENSATION COMMITTEE
Howard E. Bateman
Calvin S. Robinson
<PAGE>
CERTAIN TRANSACTIONS
The following is a description of certain transactions and
relationships entered into or existing during the fiscal year ended September
30, 1999 between the Company and certain affiliated parties. The Company
believes that the terms of such transactions were no less favorable to the
Company than could have been obtained from an unaffiliated party.
During the fiscal year ended September 30, 1999, the Company leased
airplanes from Raymon F. Thompson. Under these lease agreements, the Company
made rental payments to Raymon F. Thompson of $474,000 during the fiscal year
ended September 30, 1999. The Company currently leases two airplanes from Mr.
Thompson with a total monthly rental charge of $57,000. The lease term is
month-to-month. The terms of the lease agreement were based on quotes from
independent aircraft leasing dealers for the same type of aircraft. The Company
believes that these lease agreements are on terms no less favorable to the
Company than could have been obtained from an unaffiliated party.
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative
total shareholder return on the Company's Common Stock from February 2, 1995,
the date of the Company's initial public offering, through the end of the
Company's fiscal year ended September 30, 1999, with the percentage change in
the cumulative total return for the Nasdaq Composite Index (U.S. Companies) and
the Hambrecht & Quist Semiconductor Index. The comparison assumes an investment
of $100 on February 2, 1995 in the Company's Common STOCK AND IN EACH OF THE
FOREGOING INDICES AND ASSUMES REINVESTMENT OF DIVIDENDS. THE STOCK PERFORMANCE
SHOWN ON THE GRAPH BELOW IS NOT NECESSARILY INDICATIVE OF FUTURE PRICE
PERFORMANCE.
STOCK PERFORMANCE GRAPH APPEARS HERE
COMPARISON OF 56 MONTH CUMULATIVE TOTAL RETURN
AMONG SEMITOOL, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE HAMBRECHT & QUIST SEMICONDUCTORS INDEX
Following is a listing of each of the plot points illustrated in the graph:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
DOLLARS Feb-95 Sep-95 Sep-96 Sep-97 Sep-98 Sep-99
SEMITOOL, INC. 100 288 137 290 68 102
NASDAQ STOCK MARKET (U.S.) 100 137 163 224 228 370
HAMBRECHT & QUIST SEMICONDUCTORS 100 182 136 272 155 424
</TABLE>
<PAGE>
SHAREHOLDER PROPOSALS
To be considered for presentation to the annual meeting of the
Company's shareholders to be held in 2001, a shareholder proposal must be
received by Mr. William A. Freeman, Chief Financial Officer, 655 West Reserve
Drive, Kalispell, Montana 59901, no later than September 22, 2000.
SHAREHOLDER NOMINATIONS FOR DIRECTOR
Pursuant to the Company's bylaws, nominations of persons for election
to the Board of Directors may be made at a meeting of shareholders by any
shareholder entitled to vote for the election of directors at the meeting who
complies with the notice procedures. Such nominations must be made pursuant to
timely notice in writing to the Secretary of the Company. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than sixty days nor more
than ninety days prior to the first anniversary of the preceeding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than thirty days or delayed by more than sixty days
from such anniversary, notice by the shareholder to be timely must be so
received not earlier than the ninetieth day prior to such annual meeting and not
later than the close of business on the later of (1) the sixtieth day prior to
such annual meeting, or (2) tenth day following the day on which notice of the
date of the meeting was mailed or such public disclosure was made, whichever
occurs first.
Such shareholder's notice must set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of the Company which are beneficially owned by the person, and (iv) any
other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Securities Exchange Act of 1934; and (b) as to the shareholder giving the
notice, (i) the name and record address of the shareholder, and (ii) the class
and number of shares of the corporation which are beneficially owned by the
shareholder. The Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director of the Company.
OTHER MATTERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a)
of the Exchange Act requires the Company's directors, executive officers and
persons who own more than 10% of the Company's Common Stock (collectively,
"Reporting Persons") to file reports of ownership and changes in ownership of
the Company's Common Stock. Reporting Persons 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 or written representations from certain Reporting Persons,
the Company believes that during the fiscal year ended September 30, 1999, all
Reporting Persons complied with all applicable filing requirements with the
exception of one late Form 3 filing with respect to one transaction each for
Kazuyo N. Heinink and Gary L. Spray.
OTHER MATTERS. The Board of Directors knows of no other business which
will be presented at the Annual Meeting. If any other business is properly
brought before the Annual Meeting, it is intended that proxies in the enclosed
form will be voted in respect thereof in accordance with the judgments of the
persons voting the proxies.
It is important that the proxies be returned promptly and that your
shares be represented. Shareholders are urged to mark, date, execute and
promptly return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
Raymon F. Thompson
Chairman of the Board
<PAGE>
PROXY
SEMITOOL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD ON
February 8, 2000
RAYMON F. THOMPSON AND WILLIAM A. FREEMAN, or either of them, each with
the power of substitution, are hereby authorized to represent and vote the
shares of the undersigned, with all the powers which the undersigned would
possess if personally present, at the Annual Meeting of Semitool, Inc. (the
"Company"), to be held on February 8, 2000, and any adjournment or postponement
thereof.
Election of all directors (or if any nominee is not available for
election, such substitute as the Board of DIRECTORS OR THE PROXY HOLDERS MAY
DESIGNATE). NOMINEES: (01) RAYMON F. THOMPSON, (02) HOWARD E. BATEMAN,
(03) RICHARD A. DASEN, (04) DANIEL J. EIGEMAN, (05) CALVIN S. ROBINSON AND
(06) TIMOTHY C. DODKIN.
BOARD OF DIRECTORS' RECOMMENDATIONS: The Board of Directors recommends a vote
FOR the election of Directors, FOR approval of the ratification of the amendment
to the Company's Restated Articles of Incorporation and FOR ratification of the
appointment of PricewaterhouseCoopers LLP as the Company's independent auditors
for the fiscal year ending September 30, 2000.
If you wish to vote in accordance with the Board of Directors' recommendations
you need not mark any boxes, just sign and date on the reverse side.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
[FORM OF BACK OF PROXY CARD]
- --------------------------------------- ----------------------------------------
Vote by Telephone Vote by Internet
It's fast, convenient, and immediate! It's fast, convenient, and your vote is
Call Toll-Free on a Touch-Tone Phone immediately confirmed and posted
1-877-PRX-VOTE (1-877-779-8683).
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card Statement/Prospectus and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/smtl
For shareholders residing outside
the United States call collect on a
touch-tone phone 1-201-536-8073
3. Enter your 14-digit Voter Control 3. Enter your14-digit Voter Control
Number located on your Proxy Card Number located on your Proxy Card
above your name. above your name.
4. Follow the recorded instructions 4. Follow the instructions provided.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/smtl
anytime!
- --------------------------------------- ----------------------------------------
Do not return your Proxy Card if you are voting by Telephone or Internet
DETACH HERE
|X| Please mark
votes as in
this example.
Shares represented by this proxy
will be voted as directed by the 3. To ratify the appointment of
shareholder. If no such directions PricewaterhouseCoopers LLP as the
are indicated, the Proxies will have Company's independent auditors for
authority to vote FOR the election of the fiscal year ending September 30,
all directors and FOR proposals 2000:
2 and 3. In their discretion, the [ ]FOR [ ]AGAINST [ ]ABSTAIN
Proxies are authorized to vote upon
such other business as may properly
come before the Annual Meeting.
Mark here for address change and note
at left [ ]
1. Election of Directors (see reverse):
[ ] FOR [ ] WITHHELD
[ ]------------------------------
For all nominees except as PLEASE MARK, SIGN, DATE AND RETURN THIS
noted above PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE
2. Amendment to the Company's Restated
Articles of Incorporation. To
approve an amendment to the Please sign and date where indicated.
Company's Restated Articles of Joint owners should each sign. When
Incorporation to increase the signing as attorney, executor,
authorized number of shares of the administrator, trustee or guardian,
Company's capital stock. please give full title as such.
[ ]FOR [ ]AGAINST [ ] ABSTAIN
Signature_______________________________
Date______________
Signature_______________________________
Date______________
