<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
SDL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
SDL, INC.
80 ROSE ORCHARD WAY
SAN JOSE, CALIFORNIA 95134-1365
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1999
The Annual Meeting of Stockholders (the "Annual Meeting") of SDL, Inc. (the
"Company"), will be held at the Sheraton Hotel, 1100 North Mathilda Avenue,
Sunnyvale, California 94089, on Thursday, May 13, 1999, at 9:00 a.m. Pacific
Daylight Time, for the following purposes:
1. To elect one Class 2 director to hold office until the 2002 annual
meeting of stockholders and until his successor has been elected or
appointed.
2. To approve an amendment to the Company's 1995 Employee Stock
Purchase Plan to increase the number of shares reserved for issuance
thereunder from 850,000 shares to 1,150,000 shares.
3. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock.
4. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for 1999.
5. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.
The foregoing matters are described in more detail in the enclosed Proxy
Statement, which is attached and made a part hereof.
The Board of Directors has fixed the close of business on March 19, 1999 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any postponement or adjournment thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD AT YOUR EARLIEST CONVENIENCE TO
ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SEND IN YOUR PROXY
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,
Michael L. Foster,
Vice President, Finance and
Chief Financial Officer and Secretary
San Jose, California
April 9, 1999
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MAILED TO STOCKHOLDERS ON OR ABOUT APRIL 9, 1999
SDL, INC.
80 ROSE ORCHARD WAY
SAN JOSE, CALIFORNIA 95134-1365
------------------------
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of SDL, Inc., a Delaware corporation (the "Company"), of
proxies in the accompanying form for use in voting at the Annual Meeting of
Stockholders to be held on Thursday May 13, 1999, at 9:00 a.m. Pacific Daylight
Time, at the Sheraton Hotel, 1100 North Mathilda Avenue, Sunnyvale, California
94089, and any adjournment or postponement thereof (the "Annual Meeting"). The
shares represented by the proxies received, properly dated and 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 a
written notice of revocation or a duly executed proxy bearing a later date, or
by attending the Annual Meeting and voting in person.
RECORD DATE, SHARE OWNERSHIP AND QUORUM
The close of business on March 19, 1999 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 14,650,862 shares
of Common Stock outstanding and entitled to vote at the Annual Meeting. The
presence at the Annual Meeting of a majority, or approximately 7,325,432 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 vote on
all matters.
Except where the context otherwise requires or specific reference is
otherwise made, all references to numbers of shares, options to purchase shares
and the exercise prices of options to purchase shares in this proxy statement do
not give effect to the Company's proposed two-for-one stock split discussed in
Proposals No. 2 and 3 below.
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,
telephonically or by facsimile through its officers, directors and regular
employees, none of whom will receive additional compensation for assisting with
the solicitation. The Company will request brokers and nominees who hold stock
in their names to furnish proxy material to beneficial owners of the shares and
will reimburse such brokers and nominees for their reasonable expenses incurred
in forwarding solicitation material to such beneficial owners.
An automated system administered by the Company's transfer agent will
tabulate votes cast by proxy at the Annual Meeting, and an employee of the
transfer agent will tabulate votes cast in person at the Annual Meeting. Each
share of Common Stock outstanding on the record date will be entitled to one
vote on all matters. The approval of the amendment to the Company's 1995
Employee Stock Purchase Plan and the
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ratification of the independent auditors for the Company for the current year
will require the affirmative vote of a majority of the shares of the Company's
Common Stock present or represented and entitled to vote at the Annual Meeting.
The amendment of the Restated Certificate of Incorporation to increase the
number of authorized shares of Common Stock 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 with respect to a matter requiring the vote of a
majority of the outstanding shares of Common Stock, such as the approval of the
Amendment to the Restated Certificate of Incorporation, 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. 3, the Amendment to
the Certificate of Incorporation, as amended. However, with respect to Proposals
No. 2 and 4 requiring the affirmative vote of a majority of the shares present
and entitled to vote, broker non-votes shall have no effect.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors on the Board is currently fixed at six. The
Company's Certificate of Incorporation divides the Company's Board of Directors
into three Classes. The members of each class of directors serve staggered
three-year terms. The Board is composed of two Class 1 directors (Dr. Scifres
and Mr. Geeslin), two Class 2 directors (Dr. Myers and Mr. Melton) and two Class
3 directors (Dr. Schwettmann and Mr. Holbrook), whose terms will expire upon the
election and qualification of directors at the Annual Meeting of Stockholders
held in 2001, 1999 and 2000, respectively. In connection with Mr. Melton's
decision not to stand for reelection to the Company's Board of Directors, the
Board has approved an amendment to the Company's bylaws reducing the authorized
number of directors from six to five, and the number of Class 2 directors from
two to one, effective at the time of the Annual Meeting. At each annual meeting
of stockholders, directors will be elected for a full term of three years to
succeed those directors whose terms are expiring.
In voting for directors, each stockholder is entitled to cast that number
of votes equal to the number of directors to be elected multiplied by the number
of shares of Common Stock held by such stockholder. Such votes may be cast for
one candidate or distributed in any manner among the nominees for director.
However, the right to cumulate votes in favor of one or more candidates may not
be exercised until the candidate or candidates have been nominated and a
stockholder has given notice at the Annual Meeting of the intention to do so.
The candidates receiving the highest number of affirmative votes will be
elected, up to the number of directors to be elected. The persons authorized to
vote shares represented by executed proxies in the enclosed form (if authority
to vote for the election of directors is not withheld) will have full discretion
and authority to vote cumulatively and to allocate votes among any or all of the
nominees as they may determine or, if authority to vote for a specified
candidate or candidates has been withheld, among those candidates for whom
authority to vote has not been withheld.
Unless marked otherwise, proxies received will be voted FOR the election of
the nominee named below. 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 in accordance with cumulative voting as will ensure the
election of the nominee listed below.
One Class 2 director is to be elected at the Annual Meeting to serve until
the 2002 Annual Meeting of Stockholders or until a successor is duly elected or
appointed and qualified or until the director's earlier resignation or removal.
The Board has no reason to believe that the person named below will be unable or
unwilling to serve as a nominee or as a director, if elected.
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Certain information about the nominee for Class 2 director is furnished
below:
Dr. Myers has been a Director of the Company since December 1992. Dr. Myers
is Senior Vice President, Corporate Research and Technology of Xerox
Corporation, responsible for worldwide research and technology. Since joining
Xerox in 1964, Dr. Myers has held several research and engineering positions. He
was named Vice President and Manager of the Webster Research Center in 1984. He
was elected Corporate Vice President in May 1989 and was named to his current
position in February 1992. Dr. Myers earned a B.S. degree in geology and physics
from Earlham College, Richmond, Indiana, in 1960 and a Ph.D. in material
sciences from Pennsylvania State University in 1964.
The Board of Directors recommends a vote FOR the election of the nominee named.
RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS
There are no family relationships among any of the directors or executive
officers of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors met eight times during 1998. None of the
directors attended fewer than 75% of all the meetings of the Board and those
committees of the Board on which he served. Directors of the Company who are not
employees of the Company receive automatic grants under the SDL, Inc. 1995 Stock
Option Plan (the "Option Plan") of options to purchase 9,000 shares upon initial
election to the Board and 1,500 shares annually thereafter for continuing
directors following each annual meeting of stockholders. In addition, in
November 1996, the Board of Directors approved a non-employee director
compensation package consisting of (i) an annual fee of $12,000 per year,
payable quarterly in arrears, and (ii) reimbursement of expenses incurred in
connection with attending meetings of the Board.
The Audit Committee currently consists of Mr. Geeslin and Mr. Holbrook. The
Audit Committee, which met four times in 1998, recommends to the Board of
Directors the engagement of the firm of certified public accountants to audit
the financial statements of the Company for the fiscal year for which they are
appointed, and monitors the effectiveness of the audit effort and the Company's
financial and accounting organization and financial reporting.
The Compensation and Stock Option Committee currently consists of Dr. Myers
and Dr. Schwettmann. Its functions are to establish and review the compensation
policies applicable to the Company's executive officers and to administer the
Option Plan and the SDL, Inc. 1995 Employee Stock Purchase Plan (the "Purchase
Plan"), including determining the individuals to receive options and the terms
of such options. The Compensation and Stock Option Committee met three times in
1998.
PROPOSAL NO. 2
APPROVAL OF AN AMENDMENT TO THE 1995 EMPLOYEE STOCK PURCHASE PLAN
The Company's stockholders are being asked to act upon a proposal to
approve the action of the Board of Directors amending the Company's Purchase
Plan. Ratification of the proposal requires the affirmative vote of a majority
of the shares of Common Stock voting on the proposal in person or by proxy.
The Board of Directors of the Company amended the Purchase Plan in February
1999, to effect the following, subject to stockholder approval: to increase the
number of shares reserved for issuance under the Purchase Plan from 850,000
shares to 1,150,000 shares. On March 25, 1999, the Company announced that,
subject to stockholder approval of the proposed amendment to the Company's
Restated Certificate of Incorporation set forth in Proposal No. 3 below, it
intends to declare a two-for-one split of its Common Stock, to be effected in
the form of a 100% stock dividend. Upon the effectiveness of such stock split
following stockholder approval of Proposal No. 3, the number of shares subject
to the Purchase Plan would be increased to 2,300,000 shares.
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<PAGE> 6
Amended Plan Benefits. The Board of Directors believes that the attraction
and retention of high quality personnel are essential to the Company's continued
growth and success and that an incentive plan such as the Purchase Plan is
necessary for the Company to remain competitive in its compensation practices.
In the absence of an increase in the available shares, no shares will be
available for purchase under the Purchase Plan after the current Purchase Period
(as defined below), except to the extent that shares are not purchased during
the current Purchase Period due to the withdrawal of a plan participant.
The Board of Directors recommends a vote FOR the ratification and approval of
the amendment to the
Company's 1995 Employee Stock Purchase Plan.
GENERAL DESCRIPTION OF THE PURCHASE PLAN
The following summary of the Purchase Plan, including the proposed
amendment, is qualified in its entirety by the specific language of the Purchase
Plan, a copy of which is available to any stockholder upon request.
In January 1995 the Board of Directors adopted, and in February 1995 the
stockholders approved, the Purchase Plan. An aggregate of 300,000 shares of the
Company's Common Stock was reserved for issuance under the Purchase Plan and
made available for purchase thereunder, subject to adjustment in the event of a
stock split, stock dividend or other similar change in the Common Stock or the
capital structure of the Company. In May 1996 the Company declared a
three-for-two split of its Common Stock, which was effected in the form of a 50%
stock dividend, thus increasing the number of shares then reserved for issuance
under the Purchase Plan to 450,000 shares.
The purpose of the Purchase Plan is to provide employees of the Company who
participate in the Plan with an opportunity to purchase Common Stock of the
Company through payroll deductions. The Purchase Plan, and the right of
participants to make purchases thereunder, is intended to qualify as an
"employee stock purchase plan" under the provisions of Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). Employees of the Company
and its designated subsidiaries are eligible to participate in the Purchase
Plan. Directors who are not employees are not eligible to participate. In
February 1998, the Board of Directors approved and in May 1998 the shareholders
ratified, an amendment to the Purchase Plan increasing the number of shares
available for issuance thereunder from 450,000 shares to 850,000 shares. In
February 1999, subject to shareholder approval, the Board of Directors approved
an amendment to the Purchase Plan increasing the number of shares available for
issuance thereunder from 850,000 shares to 1,150,000 shares. As of March 19,
1999, 426,727 shares of Common Stock had been sold pursuant to the Purchase Plan
at a weighted average price of $10.53 per share, with 423,273 shares available
for future issuance under the Purchase Plan.
Any person who is employed by the Company (or any of its majority-owned
subsidiaries for whom the appropriate regulatory filings and action by the Board
of Directors have been made) for at least 20 hours per week and more than five
months in a calendar year is eligible to participate in the Purchase Plan
provided that the employee is employed on the first day of a Purchase Period and
subject to certain limitations imposed by Section 423(b) of the Code. Eligible
employees become participants in the Purchase Plan by delivering to the Company
a subscription agreement authorizing payroll deductions prior to the
commencement of the applicable Purchase Period.
Under the Purchase Plan, an option is granted to each participant at the
commencement of each 24-month period (a "Purchase Period") during which
deductions are made from the pay of participants (in accordance with their
authorizations) and credited to their accounts under the Purchase Plan. A new
24-month Purchase Period commences each April 10 and October 10. An employee may
participate in only one Purchase Period at a time. Purchases of stock are made
on the last day of each of four six-month "Accrual Periods" during the Purchase
Period. Each Purchase Period terminates automatically prior to the expiration of
24 months if the average fair market value of the Company's Common Stock on the
last three days of an Accrual Period within the Purchase Period is less than its
fair market value on the first day of the Purchase Period, and the employee will
be enrolled in the new Purchase Period commencing the following day. Payroll
deductions may be from 1% to 10% (in whole percentage increments) of a
participant's compensation.
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Participants may not make direct cash payments to their accounts. The Board of
Directors or a committee thereof may establish a maximum number of shares of
Common Stock which any employee may purchase under the Purchase Plan for a
Purchase Period. Certain additional limitations on the amount of Common Stock
which may be purchased in any calendar year are imposed by the Code.
The price per share at which shares of Common Stock are purchased pursuant
to the Purchase Plan for any Purchase Period is the lesser of (a) 85% of the
fair market value of Common Stock on the date of the grant of the option (the
commencement of the Purchase Period) or (b) 85% of the fair market value of
Common Stock on the date of exercise of the option (the last business day of an
Accrual Period). Fair market value of the Common Stock for any date is
determined by averaging the closing sales prices for the Common Stock on the
three trading days prior to the date of determination. On the last business day
of each Accrual Period, amounts credited to the accounts of the participants who
have neither been terminated from the employ of the Company (or designated
subsidiary) nor withdrawn from the Purchase Plan for such Purchase Period are
used to purchase shares of Common Stock. Only amounts credited to the accounts
of participants may be applied to the purchase of shares of Common Stock under
the Purchase Plan. The number of shares of Common Stock which may be purchased
is subject to adjustment in the event of a stock split, stock dividend or other
similar change in the Common Stock or the capital structure of the Company. If
for any Purchase Period, the number of shares of Common Stock available for the
Plan shall be insufficient, the plan administrator is authorized to apportion
the remaining available shares pro rata among participating employees on the
basis of their election in effect for such Purchase Period. The Company makes no
cash contributions to the Purchase Plan, but bears the expenses of
administration. The Purchase Plan is administered by the Compensation and Stock
Option Committee, which has the authority to determine the terms and conditions
under which shares are to be offered and corresponding options are to be granted
under the Purchase Plan for any Purchase Period during the term of the Purchase
Plan, and to resolve all questions immediately relating to the administration of
the Plan. The Purchase Plan will terminate on the date preceding the tenth
anniversary of its date of adoption, unless earlier terminated by the Board of
Directors.
Notwithstanding the foregoing, (i) no employee will be permitted to
subscribe for shares under the Purchase Plan if, immediately after the grant of
the option, the employee would own 5% or more of the voting power or value of
all classes of stock of the Company or of a parent or of any of its subsidiaries
(including stock which may be purchased under the Purchase Plan or pursuant to
any other options), and (ii) no employee shall be granted an option which would
permit the employee to buy pursuant to the Purchase Plan more than $25,000 worth
of stock (determined at the fair market value of the shares at the time the
option is granted) in any calendar year.
A participant may decrease the rate of his or her payroll deduction for the
remainder of a Purchase Period by filling out the appropriate form and
delivering it to the Company (or its designee). The reduced rate will become
effective with the first full payroll period following ten business days after
the Company receives the form unless the Company elects to process changes more
quickly, and will remain in effect for the entire Purchase Period and each
subsequent Purchase Period.
A participant may also increase or decrease his or her rate of payroll
deduction (to the 10% maximum allowed by the Purchase Plan) for a subsequent
Purchase Period by filing a new payroll deduction authorization with the Company
prior to the start of that Purchase Period. The new rate will become effective
on the first day of the Purchase Period following the tenth business day after
filing the new authorization and will remain in effect for the entire Purchase
Period and each subsequent Purchase Period.
A participant's interest in a given Purchase Period may be terminated in
whole, but not in part, by signing and delivering to the Company a notice of
withdrawal from the Purchase Plan. Such withdrawal may be elected at any time
prior to the end of the applicable six-month Accrual Period. Any withdrawal by
the participant of accumulated payroll deductions for a given Purchase Period
automatically terminates the participant's interest in that Purchase Period. The
failure to remain in the continuous employ of the Company (or a designated
subsidiary) for at least 20 hours per week and more than five months in a
calendar year during a Purchase Period will be deemed to be a withdrawal from
that Purchase Period.
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No rights or accumulated payroll deductions of a participant under the
Purchase Plan may be pledged, assigned or transferred for any reason and any
such attempt may be treated by the Company as an election to withdraw from the
Purchase Plan.
CERTAIN FEDERAL TAX CONSEQUENCES
The following discussion summarizes certain tax considerations for
participants in the Purchase Plan and certain tax effects to the Company. State,
local and foreign tax consequences may differ.
Amounts deducted from a participant's pay under the Purchase Plan are part
of the employee's regular compensation and remain subject to federal, state and
local income and employment withholding taxes. A participant will not recognize
any additional income at the time the participant elects to participate in the
Purchase Plan, or purchases Common Stock under the Purchase Plan.
If a participant disposes of Common Stock purchased pursuant to the
Purchase Plan within two years after the first day of the Purchase Period or
within one year of the purchase of Common Stock (the "Minimum Holding Period"),
the participant will recognize, for federal tax purposes, ordinary compensation
income at the time of disposition of the Common Stock in an amount equal to the
excess of the fair market value of the Common Stock on the day the Common Stock
was purchased over the purchase price the participant paid for the Common Stock.
This amount may be subject to withholding for taxes. In addition, a participant
generally will recognize a capital gain or loss in an amount equal to the
difference between the amount realized upon the disposition of the Common Stock
and the participant's basis in the Common Stock (that is, the purchase price
plus the amount taxed as compensation income).
If a participant disposes of Common Stock purchased pursuant to the
Purchase Plan at any time after the Minimum Holding Period, the participant will
recognize, for federal tax purposes, ordinary compensation income at the time of
such disposition in an amount equal to the lesser of (a) the excess (or zero if
there is no excess) of the fair market value of the Common Stock at the time of
such disposition over the amount paid for the Common Stock, or (b) 15% of the
fair market value of the Common Stock on the first day of the Purchase Period.
In addition, the participant generally will recognize a capital gain or loss in
an amount equal to the difference between the amount realized upon the
disposition of the Common Stock and the participant's basis in the stock (that
is, the purchase price plus the amount, if any, taxed as compensation income).
Although the amounts deducted from a participant's pay under the Purchase
Plan generally are tax-deductible business expenses of the Company, the Company
generally will not be allowed any additional deduction by reason of a
participant's purchase of Common Stock under the Purchase Plan. However, if a
participant disposes of Common Stock purchased pursuant to the Purchase Plan
within the Minimum Holding Period, the Company should be entitled to a deduction
in an amount equal to the compensation income recognized by the participant
(subject to the requirements of reasonableness and perhaps, in the future, the
satisfaction of a withholding obligation). If a participant disposes of Common
Stock purchased under the Purchase Plan after the Minimum Holding Period, the
Company will not receive any deduction for federal income tax purposes with
respect to the Common Stock.
PROPOSAL NO. 3
APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
INTRODUCTION
The Company's Restated Certificate of Incorporation currently authorizes
the issuance of twenty-two million (22,000,000) shares of capital stock of which
twenty-one million (21,000,000) shares have been designated as Common Stock,
with a par value of $.001 per share, and one million (1,000,000) shares have
been designated Preferred Stock, with a par value of $.001 per share, of which
two hundred seventy-one thousand six hundred twenty-eight (271,628) shares have
been denominated as Series A Preferred Stock. The
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Board of Directors in March, 1999, adopted a resolution proposing that the
Restated Certificate of Incorporation be amended to increase the authorized
number of shares of capital stock to seventy-one million (71,000,000) shares of
which seventy million (70,000,000) shares shall be Common Stock and one million
(1,000,000) shares shall be Preferred Stock, subject to stockholder approval of
the amendment.
Proposed Stock Split. At the same time that it adopted the resolution to
increase the authorized capital stock, the Board of Directors declared a
two-for-one stock split of the Company's Common Stock which would be effected in
the form of a dividend of one additional share of Common Stock for each share of
Common Stock outstanding (the "Stock Split"). Stockholders are not being asked
to vote on the Stock Split, but the Stock Split will not take place unless the
authorized number of shares of capital stock and Common Stock is increased as
described in this Proposal No. 3. Without this increase in authorized shares,
the Company would not have enough authorized but unissued shares of Common Stock
to double the number of its outstanding shares in connection with the Stock
Split.
Current Use of Shares. As of March 19, 1999, the Company had approximately
14.6 million shares of Common Stock outstanding and approximately 4.0 million
shares reserved for future issuance under the Company's employee stock plans, of
which, currently, approximately 2.1 million are covered by outstanding options
and approximately 1.9 million are available for grant or purchase. Based upon
the foregoing number of outstanding and reserved shares of Common Stock, the
Company currently has approximately 2.3 million shares remaining available for
other purposes.
PROPOSED AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has adopted resolutions setting forth (i) the
proposed amendment to the first paragraph of Article IV. of the Company's
Restated Certificate of Incorporation (the "Amendment"); (ii) the advisability
of the Amendment; and (iii) a call for submission of the Amendment for approval
by the Company's stockholders at the Meeting.
The following is the text of the first paragraph of Article IV. of the
Restated Certificate of Incorporation of the Company, as proposed to be amended:
"A. Classes of Stock. The total number of shares of all classes of
stock that the Corporation is authorized to issue is Seventy-One
Million (71,000,000) shares, consisting of Seventy Million
(70,000,000) shares of Common Stock, with a par value of $.001 per
share, and One Million (1,000,000) shares of Preferred Stock, with a
par value of $.001 per share, of which Two Hundred Seventy-One
Thousand Six Hundred Twenty-Eight (271,628) shares are denominated as
Series A Preferred Stock."
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The Board of Directors believes that it is in the Company's best interest
to increase the number of shares of Common Stock that SDL is authorized to issue
in order to give the Company additional flexibility to maintain a reasonable
stock price with future stock splits and stock dividends. On one previous
occasion since the Company's initial public offering in 1995, there has been a
stock dividend, functionally serving as a stock split. This action was a 3:2
stock dividend in June, 1996. As noted above, the Board of Directors has
approved a Stock Split subject to the approval of the Amendment.
The Board of Directors also believes that the availability of additional
authorized but unissued shares will provide the Company with the flexibility to
issue Common Stock for other proper corporate purposes which may be identified
in the future, such as to raise equity capital, to adopt additional employee
benefit plans or reserve additional shares for issuance under such plans, and to
make acquisitions through the use of stock. Other than with respect to the
foregoing Stock Split, the Board of Directors has no immediate plans,
understandings, agreements, or commitments to issue any of the shares of
additional Common Stock being authorized.
The Board of Directors believes that the proposed increase in the
authorized Common Stock will make available sufficient shares for use, taking
into account the Stock Split, should the Company decide to use its
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shares for one or more of such previously mentioned purposes or otherwise. No
additional action or authorization by the Company's stockholders would be
necessary prior to the issuance of such additional shares, unless required by
applicable law or the rules of any stock exchange or national securities
association trading system on which the Common Stock is then listed or quoted.
The Company reserves the right to seek a further increase in authorized shares
from time to time in the future as considered appropriate by the Board of
Directors.
Under the Company's Restated Certificate of Incorporation, the Company's
stockholders do not have preemptive rights with respect to Common Stock. Thus,
should the Board of Directors elect to issue additional shares of Common Stock,
existing stockholders would not have any preferential rights to purchase such
shares. In addition, if the Board of Directors elects to issue additional shares
of Common Stock, such issuance could have a dilutive effect on the earnings per
share, voting power, and shareholdings of current stockholders.
EFFECT OF THE STOCK SPLIT
No change in total stockholders' equity will result from the Stock Split.
The aggregate amount of capital represented by the outstanding shares of Common
Stock will be increased by $.001 for each share issued to effect the Stock Split
and the Company's capital in excess of par value account will be reduced by the
same amount. After the Stock Split, purchases and sales of Common Stock by an
individual stockholder may be subject to higher brokerage charges and applicable
stock transfer taxes than on a pre-split transaction of equivalent market value,
due to the greater number of shares of Common Stock involved after the Stock
Split. In addition, the Company will incur certain expenses in connection with
the Stock Split, such as the cost of preparing and delivering to stockholders
new certificates representing additional shares.
In accordance with the terms of the Company's stock option and employee
stock purchase plans, appropriate adjustments will be made upon the
effectiveness of the Stock Split to the number of shares reserved for issuance
under such plans and the exercise prices and number of shares covered by
outstanding options.
The Company has been advised that, based on current tax law, the Stock
Split should not result in any gain or loss for Federal income tax purpose. The
tax basis of every share held before the Stock Split will be allocated between
the two shares held as a result of the distribution, and the holding period of
the new shares will include the holding period of the shares with respect to
which they were issued. The laws of jurisdictions other than the United States
may impose income taxes on the issuance of the additional shares and
stockholders subject to such laws are urged to consult their tax advisers.
As noted above, the Stock Split is contingent on stockholder approval of
the Amendment, but stockholders are not being asked to vote on the Stock Split.
VOTE NECESSARY TO APPROVE THE AMENDMENT
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote at the Meeting, assuming a quorum is present,
is necessary for approval of the Amendment. Therefore, abstentions and broker
non-votes (which may occur if a beneficial owner of stock where shares are held
in a brokerage or bank account fails to provide the broker or the bank voting
instructions as to such shares) effectively count as votes against the
Amendment.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends a vote "FOR" the proposal to amend the
Company's Restated Certificate of Incorporation to increase the number of
authorized shares of capital stock from Twenty-Two Million (22,000,000) shares
to Seventy-One Million (71,000,000). Unless a contrary choice is specified,
proxies solicited by the Board of Directors will be voted FOR approval of the
Amendment.
8
<PAGE> 11
PROPOSAL NO. 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP has served as the Company's independent auditors since
1983 and has been recommended to the Board of Directors as the Company's
independent auditors for 1999. 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. Unless marked to the contrary, proxies received will be
voted FOR ratification of the appointment of Ernst & Young LLP as the
independent auditors for the current year.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement, if they desire to do
so, and they are expected to be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the appointment of
Ernst &
Young LLP as the Company's independent auditors for 1999.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company and their ages as of
March 19, 1999 were as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Donald R. Scifres............ 52 Chairman of the Board, Chief Executive
Officer and President
Gregory P. Dougherty......... 39 Chief Operating Officer
Michael L. Foster............ 52 Vice President, Finance and Chief Financial
Officer and Secretary
David F. Welch............... 38 Vice President of Corporate Development and
Chief Technical Officer
Keith B. Geeslin(1).......... 45 Director
Anthony B. Holbrook(1)....... 59 Director
John P. Melton(2)............ 62 Director
Mark B. Myers(3)............. 60 Director
Frederic N. Schwettmann(3)... 59 Director
</TABLE>
- ---------------
(1) Member of Audit Committee.
(2) Mr. Melton has chosen not to stand for reelection to the Board of Directors.
(3) Member of Compensation and Stock Option Committee.
Dr. Scifres has been Chief Executive Officer, President and a member of the
Board of Directors of the Company since he helped found the Company in 1983. In
1992, Dr. Scifres became Chairman of the Board. Dr. Scifres earned a B.S. degree
in electrical engineering from Purdue University in 1968, and M.S. and Ph.D.
degrees in electrical engineering from the University of Illinois in 1970 and
1972, respectively. From 1972 to 1983 Dr. Scifres held increasingly responsible
positions at the Xerox Palo Alto Research Center including Manager of
Optoelectronics and Xerox Research Fellow. Dr. Scifres is a member of the
National Academy of Engineering and a Fellow of the Institute of Electrical and
Electronic Engineers and the Optical Society of America, holds over 100 U.S.
patents and has won a number of industry awards, including awards for
commercialization of semiconductor optoelectronics and laser technology. Dr.
Scifres has also served as the President of the Laser and Electro-Optics
Manufacturers' Association and the IEEE Lasers and Electro-Optics Society.
Mr. Dougherty was appointed Chief Operating Officer of the Company upon
creation of the position in August 1998. He joined the Company in March 1997 as
Vice President, Communications Business Unit and
9
<PAGE> 12
Corporate Marketing and Sales. In June 1997, he was appointed Vice President
Communications and Information Products. In December 1997, Mr. Dougherty was
appointed Vice President, Components Group. Mr. Dougherty is also the President
of SDL Optics. Prior to joining the Company, from 1989 to 1997, Mr. Dougherty
was the Director of Product Management and Marketing at Lucent Technologies
Microelectronics in the Optoelectronics Strategic Business Unit. From 1984 to
1989 he was employed by Laser Diode, Inc. in marketing and sales positions. Mr.
Dougherty received a B.S. degree in Optics from Rochester University in 1983.
Mr. Foster joined the Company as Interim Chief Financial Officer in July
1998 and was appointed Vice President, Finance and Chief Financial Officer and
Secretary in September 1998. Prior to joining the Company, Mr. Foster was
employed by California Microwave, Inc. from April 1979 through June 1998, the
last eight years as Vice President and Treasurer. Prior thereto, Mr. Foster was
employed by Watkins-Johnson Company, as a division financial officer, from June
1973 to April 1979. Mr. Foster holds a B.A. degree and an M.B.A. from Stanford
University.
Dr. Welch was appointed Vice President of Corporate Development and Chief
Technical Officer in September 1998. He joined the Company in January 1985 as a
member of the technical staff. In January 1991, he became Manager of the
Research Department. In 1992, Dr. Welch was appointed Vice President, Research &
Development. Dr. Welch became Vice President, Systems Group upon its creation in
January 1996. Dr. Welch received a B.S. degree in electrical engineering from
the University of Delaware in 1981 and a Ph.D. in electrical engineering from
Cornell University in 1985. Dr. Welch received the Adolph Lomb Award from the
Optical Society of America in 1994 for his contributions to the
commercialization of semiconductor optoelectronics and lasers. In 1998 he
received the Engineering Achievement Award from the Lasers and Electro-Optics
Society of the IEEE for his "design, development and commercialization of high
power diffraction limited semiconductor lasers".
Mr. Geeslin has been a Director of the Company since July 1992. Mr. Geeslin
is Senior Vice President of The Sprout Group, where he has been employed since
1984. In addition, he is a direct or indirect general or limited partner of a
series of investment funds associated with The Sprout Group, a division of DLJ
Capital Corporation, a subsidiary of Donaldson, Lufkin & Jenrette, Inc. Mr.
Geeslin is also a director of several privately held companies. Mr. Geeslin
received a B.S.E.E. degree from Stanford University in 1975, an M.A. degree in
Philosophy, Politics and Economics from Oxford College in 1977, and an M.S.
degree in engineering-economic systems from Stanford University in 1978.
Mr. Holbrook has been a Director of the Company since December 1995. Mr.
Holbrook retired as Chief Technical Officer of Advanced Micro Devices ("AMD") in
August 1994. Mr. Holbrook joined AMD in 1973 and served in a number of executive
capacities. He was elected a corporate officer in 1978 and in 1982 was named
Executive Vice President and Chief Operating Officer. In 1986 Mr. Holbrook was
named President of AMD and elected to the board of directors. In 1989 he moved
from Chief Operating Officer to Chief Technical Officer and in 1990 from
President to Vice Chairman, a position he held until April 1996. Prior to
joining AMD, Mr. Holbrook held engineering management positions with Fairchild
Semiconductor and Computer Micro Technology Corporation. Mr. Holbrook received a
B.S. degree in engineering from UCLA in 1963 and an M.S. degree in electrical
engineering from Stanford University in 1966.
Mr. Melton has been a director of the Company since July 1992. Mr. Melton
retired as Executive Vice President of the Company in August 1998. Mr. Melton
joined the Company in 1988 and served in a number of executive capacities. Prior
to joining the Company, Mr. Melton held management positions with Watkins-
Johnson Company and Control Data Corporation. Mr. Melton earned a B.S. degree in
chemistry from the University of Oklahoma in 1958, and an M.B.A. from Stanford
University in 1963.
Dr. Myers has been a Director of the Company since December 1992. Dr. Myers
is Senior Vice President, Corporate Research and Technology of Xerox
Corporation, responsible for worldwide research and technology. Since joining
Xerox in 1964, Dr. Myers has held several research and engineering positions. He
was named Vice President and Manager of the Webster Research Center in 1984. He
was elected Corporate Vice President in May 1989 and was named to his current
position in February 1992. Dr. Myers earned a B.S.
10
<PAGE> 13
degree in geology and physics from Earlham College, Richmond, Indiana, in 1960
and a Ph.D. in material sciences from Pennsylvania State University in 1964.
Dr. Schwettmann has been a director of Company since October 1994. Dr.
Schwettmann served as President, Chief Operating Officer and a Director of
Read-Rite Corporation from May 1993 until his retirement in May 1997. Dr.
Schwettmann has held positions as Chairman of the Advisory Committee for
Integrated Systems at Stanford University, member of the Board of the Applied
Technology Institute for Microelectronics and member of the Board of SEMATECH.
He currently serves on the Board of Actel Corporation. Prior to joining
Read-Rite, Dr. Schwettmann worked for Hewlett-Packard Company from 1976 to 1993,
his most recent position being Vice President and General Manager of the Circuit
Technology Group. Dr. Schwettmann received his B.Ch.E. degree from The City
College of New York in 1961, his M.Ch.E. degree from New York University in
1964, and his Ph.D.Ch.E. degree from The City University of New York in 1969.
EXECUTIVE COMPENSATION
COMPENSATION TABLES
The following tables set forth certain information concerning compensation
of and stock options held by the Company's Chief Executive Officer and each of
the four other most highly compensated executive officers of the Company
(collectively, the "Named Executive Officers").
In 1997, the Company changed from a calendar year end to a 52-53 week year
ending on the Friday closest to December 31. Fiscal year 1998 ended January 1,
1999. For ease of discussion and presentation all fiscal year ends are referred
to as ending on December 31.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
-------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTIONS(2) COMPENSATION(3)
--------------------------- ---- --------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Donald R. Scifres.............. 1998 $233,571 $ -- -- $ 3,080
Chairman of the Board, 1997 222,412 -- 25,000 3,868
Chief Executive Officer and 1996 209,312 -- -- 4,750
President
Gregory P. Dougherty........... 1998 183,347 37,100 30,100 2,586
Chief Operating Officer 1997 120,582 -- 28,000 114,154(4)
Richard R. Craig............... 1998 179,717 7,000 10,100 2,213
Vice President, Materials 1997 138,746 -- 12,000 11,368(5)
Processing and Printing 1996 126,399 4,000 -- 2,521
David F. Welch................. 1998 167,022 -- 10,100 2,578
Vice President of Corporate 1997 151,594 -- 15,000 2,572
Development and Chief 1996 138,067 14,088 12,000 2,382
Technical Officer
Robert J. Lang................. 1998 138,614 34,433 10,100 2,617
Vice President, Research and 1997 117,803 5,000 13,000 3,536(6)
Development 1996 106,938 5,000 7,500 2,253
</TABLE>
- ---------------
(1) Includes bonus amounts in the year earned, rather than in the year in which
each such bonus amount was paid or is to be paid.
(2) Options granted pursuant to the Company's 1995 Stock Option Plan. The
options vest annually over a four year period at the rate of 25% per year.
11
<PAGE> 14
(3) Represents group term life insurance premiums paid by the Company and
matching contributions paid by the Company under the Company's 401(k) plan.
(4) Includes $111,942 in relocation and related expenses paid to Mr. Dougherty
in 1997.
(5) Includes $9,229 in relocation and related expenses paid to Mr. Craig in
1997.
(6) Includes $500 in referral bonus paid to Mr. Lang in 1997.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides certain information with respect to the grant
of stock options under the Company's 1995 Stock Option Plan (the "Plan") to each
of the Named Executive Officers during the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SECURITIES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS TO EXERCISE OPTION TERM(4)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ------------------------
NAME GRANTED(1) FISCAL YEAR(2) SHARE(3) DATE 5% 10%
---- ---------- -------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Scifres.............. -- -- $ -- -- $ -- $ --
Gregory P. Dougherty........... 10,000 1.55% 20.75 02/27/08 130,494 330,701
100 0.02% 24.75 04/30/08 1,556 3,944
20,000 3.09% 17.00 08/31/08 213,822 541,871
Richard R. Craig............... 10,000 1.55% 20.75 02/27/08 130,494 330,701
100 0.02% 24.75 04/30/08 1,556 3,944
David F. Welch................. 10,000 1.55% 20.75 02/27/08 130,494 330,701
100 0.02% 24.75 04/30/08 1,556 3,944
Robert J. Lang................. 100 0.02% 24.75 04/30/08 1,556 3,944
10,000 1.55% 17.00 08/31/08 106,911 270,935
</TABLE>
- ---------------
(1) Each of these options vests over four years at a rate of 25% of the shares
subject to the option per year and has a ten-year term.
(2) Based on a total of 646,863 options granted to employees of the Company in
1998, including the Named Executive Officers.
(3) The exercise price per share of options granted represented the fair market
value of the underlying shares of Common Stock on the date the options were
granted.
(4) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their terms, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options.
Actual gains, if any, on stock option exercise 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 amounts reflected in this table will be achieved.
12
<PAGE> 15
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table discloses for the Named Executive Officers information
regarding options to purchase the Company's Common Stock exercised during 1998
and options to purchase the Company's Common Stock held at the end of 1998.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES VALUE FISCAL YEAR END (#) FISCAL YEAR END($)(2)
ACQUIRED ON REALIZED(1) ---------------------------- ----------------------------
NAME EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ----------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Donald R. Scifres........ 37,000 $927,930 442,247 32,457 $16,868,709 $ 896,149
Gregory P. Dougherty..... -- -- 7,000 51,100 157,500 1,115,237
Richard R. Craig......... 19,133 391,462 47,663 25,325 1,550,900 600,126
David F. Welch........... -- -- 35,423 32,450 1,086,624 773,704
Robert J. Lang........... -- -- 36,306 24,725 1,264,662 557,938
</TABLE>
- ---------------
(1) The value realized upon the exercise of stock options represents the
positive spread between the exercise price of stock options and the fair
market of the shares subject to such options on the exercise date.
(2) The value of "in-the-money" stock options represents the positive spread
between the exercise price of options and the fair market value of the
underlying shares on December 31, 1998.
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
During 1998, the Compensation and Stock Option Committee established levels
of compensation for the Company's executive officers. Dr. Myers currently serves
as a member of the Compensation and Stock Option Committee of the Company's
Board of Directors.
Dr. Myers is Senior Vice President, Corporate Research and Technology of
Xerox Corporation. During 1998 the Company sold approximately $50,000 of
products to Xerox Corporation. In addition, the Company has entered into certain
agreements with Xerox Corporation. See "Certain Relationships and Related
Transactions -- Agreements with Xerox Corporation."
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
The Compensation and Stock Option Committee (the "Committee") of the Board
of Directors sets the compensation of the Chief Executive Officer of the
Company, reviews the design, administration and effectiveness of the
compensation program for executive officers, and approves annual bonuses and
stock option grants for all executive officers. The Committee, serving under a
charter adopted by the Board of Directors, is composed entirely of outside
directors who have never served as officers of the Company.
The Company operates in the extremely competitive and rapidly changing high
technology industry. The Company believes that the compensation programs for
executive officers of the Company should be designed to attract, motivate and
retain talented executives responsible for the success of the Company and should
be determined within a competitive framework and based on the achievement of
overall Company financial results and individual contributions.
The compensation for each of the Company's executive officers consists of a
base salary, an annual bonus and long-term incentive compensation in the form of
stock option grants. Information obtained from available surveys of executive
compensation in the high technology industry is used to determine total
compensation levels. Based upon the Company's actual performance compared to its
performance goals and the individual's performance compared to his or her
performance goals the Committee then considers the award of a cash bonus.
The Committee met in February 1999 to evaluate the annual bonus payable to
the Company's executive officers and employees for fiscal 1998. In general, the
performance factors utilized by the Committee to
13
<PAGE> 16
evaluate whether bonuses should be granted to Company's executive officers for
fiscal 1998 are quantifiable and include, but are not limited to, the following:
the Company's performance based on both revenue and profit before interest and
taxes that must be attained before a portion of the incentives are awarded, and
the officer's overall individual performance in his or her position and relative
contribution during the year. Based on the above criteria, bonuses were paid to
three of the Company's executive officers for fiscal 1998.
Based on the above criteria, the Committee believes that the Company's
executive officers are committed to achieving positive long-term financial
performance and enhanced stockholder value, and that the compensation policies
and programs discussed in this report have motivated the Company's executive
officers to work toward these goals oriented to increasing stockholder value.
The goal of the Company's long-term incentive compensation in the form of
stock options is to align the interests of executive officers with those of
stockholders and to provide each executive officer with a significant incentive
to manage the Company from the perspective of an owner with an equity stake in
the business. The Committee determines the size of each stock option grant
according to each executive's position within the Company and sets a level it
considers appropriate to create a meaningful opportunity for equity-based
compensation. In addition, the Committee takes into account an individual's
recent performance, his or her potential for future responsibility and
promotion, and comparable awards made to individuals with comparable positions
in other high technology companies. The relative weight given to each of these
factors varies among individuals at the Committee's discretion.
In February 1998, the Committee determined the annual base salary for the
Chief Executive Officer for 1998. In setting Dr. Scifres' annual base salary the
Committee based its decision on Dr. Scifres personal performance of his duties
and on salary levels paid to chief executive officers of other high technology
companies, and set his compensation somewhat below the 50th percentile of the
surveyed data.
The Company is required to disclose its policy regarding qualifying
executive compensation for deductibility under Section 162(m) of the Internal
Revenue Code of 1986, as amended, which provides that, for purposes of the
regular income tax and the alternative minimum tax, the otherwise allowable
deduction for compensation paid or accrued with respect to a covered employee of
a publicly held corporation is limited to no more than $1 million per year. For
the fiscal year ended December 31, 1998, no executive officer of the Company
received $1 million in total compensation, nor does the Company anticipate that
compensation payable to any executive officer will exceed $1 million for fiscal
year 1999.
Compensation and Stock Option
Committee
Mark B. Myers, Ph.D.
Frederic N. Schwettmann, Ph.D.
April 9, 1999
14
<PAGE> 17
PERFORMANCE GRAPH
The following chart compares the cumulative total stockholder return on the
Company's Common Stock since the date of the Company's initial public offering
(March 15, 1995) through the fiscal year ended December 31, 1998, with the
cumulative total return on the CRSP Total Return Index for The NASDAQ Stock
Market (U.S. Companies) and the H&Q Technology Index for selected technology
stocks. The comparison assumes $100 was invested on March 15, 1995 in the
Company's Common Stock and in each of the foregoing indices, and assumes
reinvestment of dividends, if any. The stock price performance shown on the
graph below is not necessarily indicative of future price performance.
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET--
SDL, INC. U.S. H&Q TECHNOLOGY INDEX
--------- --------------------- --------------------
<S> <C> <C> <C>
'03/15/95' 100.00 100.00 100.00
'03/31/95' 160.94 101.22 100.94
'06/30/95' 187.00 115.62 126.00
'09/30/95' 176.56 130.00 142.00
'12/31/95' 150.00 131.00 135.00
'03/31/96' 198.43 137.06 137.00
'06/30/96' 260.15 149.00 147.00
'09/30/96' 192.13 154.00 156.00
'12/31/96' 246.02 162.00 167.00
'03/31/97' 160.54 152.82 159.61
'06/30/97' 179.29 180.83 192.11
'09/30/97' 189.84 211.42 232.82
'12/31/97' 135.93 198.27 196.31
'03/31/98' 223.00 232.00 238.00
'06/30/98' 224.00 238.00 243.00
'09/30/98' 117.00 216.00 216.00
'12/31/98' 371.00 279.00 305.00
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SALES TO AND AGREEMENTS WITH XEROX
During 1998 the Company sold approximately $50,000 of products to Xerox
Corporation ("Xerox"). Mark B. Myers, a Director of the Company, is a Senior
Vice President of Xerox. The Company believes that these sales were made on
terms no less favorable to the Company than would have been obtained from
unaffiliated third parties.
Effective September 1992, the Company and Xerox entered into an agreement
addressing the relationship of the parties for the conduct of certain research
and development regarding semiconductor laser arrays. The research and
development program is an annually renewable five year effort funded by the
National Institute of Standards and Technology ("NIST") in the aggregate amount
$8,925,000, with matching funds scheduled to be contributed by the Company and
Xerox in the aggregate amount of $2,947,000 and $6,158,000, respectively over
the same period, subject to specified adjustments in the event NIST reduces
their funding. Under the terms of the research and development agreement, the
Company and Xerox will develop technology conceived and reduced to practice,
developed or authored under the research and development program and each party
will have certain exclusive rights to such technology for use in its specified
field. The Company and Xerox will license to each other solely-owned technology
and certain other technologies related to the program. In September 1992, the
Company, on behalf of itself and Xerox entered
15
<PAGE> 18
into the first year of the cooperative agreement with NIST pursuant to which the
parties agreed to the conduct of and funding for the aforementioned research
program. The cooperative agreement was subsequently renewed by NIST in November
1993, November 1994 and renewed for the final two years in September 1995. Work
under this agreement was completed in January 1998.
In June 1996, the Company, Xerox and several other parties created a
follow-on consortium to continue the research and development of a semiconductor
laser that emits blue light. The project is funded by the Defense Advanced
Research Project Agency ("DARPA") in the aggregate amount for the consortium of
$4,753,948, scheduled to be paid over three years, with matching funds scheduled
to be contributed by the Company and Xerox in the amounts of $1,369,727 and
$851,580, respectively, over the same period with additional funds to be
contributed by the other consortium members. The consortium members shall retain
all right, title and interest throughout the world to each invention developed
under the program. The three principal members of the consortium, including the
Company and Xerox, agreed to provide cross licenses to the other principal
members on all patents which may issue for any invention related to Metal
Organic Chemical Vapor Deposition growth of III-V nitrides.
STOCK OPTION PROMISSORY NOTES AND ESCROW INSTRUCTION AGREEMENTS
In connection with the exercise of certain of their options to purchase
Company stock, certain employees, including all of the officers of the Company,
issued the Company promissory notes for the exercise price of such options. The
notes have five-year terms, with the principal due at the end of such term,
accrued but unpaid interest payable annually, and interest rates ranging from
5.00% to 8.00%. The aggregate principal and accrued interest balance of such
notes as of December 31, 1998 was approximately $40,000. In connection with the
exercise of such options and such notes, certain employees, including all of the
officers of the Company, entered into joint escrow instruction agreements to
hold in escrow shares issued upon exercise of such options until full payment of
such notes or termination of certain first refusal or repurchase rights set
forth in the respective option agreements.
On March 31, 1997, the Company hired Gregory P. Dougherty as its Vice
President, Communications and Material Processing Components Group. Pursuant to
Terms of Employment Offer extended to Mr. Dougherty dated February 21, 1997, the
Company agreed to compensate Mr. Dougherty as follows: Relocation Incentives.
The Company loaned Mr. Dougherty $612,000 in connection with the purchase of a
house in San Jose, California, with a 10-year term at no interest, secured by a
mortgage on the house. Mr. Dougherty is to pay against the principal of the loan
(i) 100% of any amount paid under the Option Appreciation Guarantee against the
principal of the loan and (ii) 50% of the net after-tax proceeds of all bonus
payments received from the Company during the term of the loan. Of the loan
principal, $200,000 is to be forgiven on each of March 31, 2002 and March 31,
2007, in each case provided that Mr. Dougherty is employed by the Company at the
time. The remaining principal of the loan is due on March 31, 2007. In the event
of termination of Mr. Dougherty's employment, payment on the loan is
accelerated. In the event of involuntary termination or Mr. Dougherty's death or
disability, Mr. Dougherty has the option for one year to require the Company to
repurchase the house at the higher of the original purchase price or the
appraised market value at the time of termination. Sale of Pennsylvania
Residence. The Company further assisted Mr. Dougherty in his relocation by
paying Mr. Dougherty a total of $62,742 in connection with the sale of his prior
residence. Additional Relocation Assistance. In addition, the Company paid Mr.
Dougherty $49,200 and loaned Mr. Dougherty $150,800 in connection with his
relocation. The loan is forgiven at the rate of 20% of the principal thereof on
each of the first 5 anniversaries of Mr. Dougherty's employment date, on the
condition that he is still employed by the Company. In the event of involuntary
termination or termination for any reason after 12 months of continuous
employment with the Company, the entire amount of such loan will be forgiven.
Stock Option Grants. Mr. Dougherty was granted a stock option on 28,000 shares
of Company Common Stock at an exercise price of $19.25 (the "Initial Grant"),
which was the fair market value at the time of grant. With respect to the
Initial Grant, the Company also gave Mr. Dougherty a right to receive, effective
on March 31, 1999, a payment of $200,000 minus the difference between the
aggregate market value of the Initial Grant and the total exercise price of the
Initial Grant, based on the three day average price of the Company's Common
Stock over the period from March 30 through April 1, 1999 (the "Option
Appreciation
16
<PAGE> 19
Guarantee"). As a result of the calculation of the average price of the
Company's Common Stock over the measurement period, no payment is required to be
made to Mr. Dougherty under the Option Appreciation Guarantee. In addition, the
Company committed to grant to Mr. Dougherty an additional option grant on or
about March 31, 1999 covering 14,000 shares of Company Common Stock subject to
the conditions that Mr. Dougherty is employed by the Company at that time and
that the Company's stock option plan is in effect at that time. It's expected
that these options will be granted to Mr. Dougherty on April 30, 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of March
19, 1999 by (a) each stockholder known by the Company to be the beneficial owner
of more than five percent of the Company's Common Stock, (b) each director and
nominee for director of the Company, (c) each executive officer named in the
Summary Compensation Table above who beneficially owns shares and (d) all
executive officers, directors and nominees for director who beneficially own
shares, as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
------------------------ ------------------ ---------------------
<S> <C> <C>
LeRoy C. Kopp and Kopp Investment Advisors,
Inc.(2).................................. 3,771,105 25.7%
United States Trust Company of New
York(3).................................. 1,358,795 9.3
Donald R. Scifres(4)....................... 1,051,867 7.0
John P. Melton(5).......................... 119,932 *
David F. Welch(6).......................... 109,511 *
Richard R. Craig(7)........................ 58,453 *
Robert J. Lang(8).......................... 37,428 *
Mark B. Myers(9)........................... 14,700 *
Frederic N. Schwettmann(10)................ 14,700 *
Anthony B. Holbrook(11).................... 12,000 *
Gregory P. Dougherty(12)................... 9,700 *
Keith B. Geeslin(13)....................... 6,211 *
All executive officers and directors as a
group (11 persons)(14)................... 1,439,502 9.5%
</TABLE>
- ---------------
* Less than one percent.
(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 March 19, 1999 are
deemed outstanding. Such shares, however, are not deemed outstanding for
the purposes of computing the percentage ownership of each other person.
Applicable percentages are based on 14,650,862 shares outstanding on March
19, 1999, adjusted as required by the rules. To the Company's knowledge,
except as set forth in the footnotes to this table and subject to
applicable community property laws, each person named in the table has sole
voting and investment power with respect to the shares set forth opposite
such person's name.
(2) LeRoy C. Kopp and Kopp Investment Advisors, Inc.'s address is 7701 France
Avenue South, Suite 500, Edina, Minnesota 55435. Such information is based
on a Schedule 13G filed by such stockholder with the Securities and
Exchange Commission and reflects stock held as of December 31, 1998 ,
including 977,200 shares as to which Kopp Investment Advisors, Inc. has
sole voting power, 665,000 shares of which Kopp Investment Advisors, Inc.
has sole investment power, and 3,106,105 shares of which Kopp Investment
Advisors, Inc. has shared investment power.
17
<PAGE> 20
(3) United States Trust Company of New York's address is 114 West 47th Street,
New York, New York 10036. Such information is based on a Schedule 13G filed
by such stockholder with the Securities and Exchange Commission and
reflects stock held as of December 31, 1998, including 1,358,795 shares as
to which United States Trust Company of New York has shared voting and
investment power.
(4) Includes (i) 521,914 shares held by The Donald R. and Carol D. Scifres
Revocable Living Trust and 99,450 shares held by Dr. Scifres' five
dependent children and (ii) 402,204 options exercisable during the
sixty-day period following March 19, 1999. Dr. Scifres' address is c/o SDL,
Inc., 80 Rose Orchard Way, San Jose, California 95134.
(5) Includes (i) 110,982 shares held by John Philip Melton and Eve Wood Melton
or successor(s), as trustees of the Melton Family Trust DTD 8/6/92 and (ii)
8,950 options exercisable during the sixty-day period following March 19,
1999.
(6) Includes (i) 9,000 shares held by David F. Welch and Heidi A. Welch,
Trustees F/A/O The Welch Charitable Remaining Unit Trust DTD 10/17/95 and
(ii) 39,873 options exercisable during the sixty-day period following March
19, 1999.
(7) Includes 49,485 options exercisable during the sixty-day period following
March 19, 1999.
(8) Includes 32,656 options exercisable during the sixty-day period following
March 19, 1999.
(9) Includes 14,700 options exercisable during the sixty-day period following
March 19, 1999.
(10) Includes 14,700 options exercisable during the sixty-day period following
March 19, 1999.
(11) Includes 12,000 options exercisable during the sixty-day period following
March 19, 1999.
(12) Includes 9,600 options exercisable during the sixty-day period following
March 19, 1999.
(13) Includes 1,500 options exercisable during the sixty-day period following
March 19, 1999.
(14) Includes 585,668 options exercisable during the sixty-day period following
March 19, 1999.
STOCKHOLDER PROPOSALS
Requirements for Stockholder Proposals to be Brought Before an Annual
Meeting. For stockholder proposals to be considered properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
therefor in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received by the
Secretary of the Company at the principal executive offices of the Company,
between February 12, 2000 and March 13, 2000. A stockholder's notice to the
Secretary must set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of shares of the Company
which are beneficially owned by the stockholder, and (iv) any material interest
of the stockholder in such business.
Requirements for Stockholder Proposals to be Considered for Inclusion in
the Company's Proxy Materials. Stockholder proposals submitted pursuant to Rule
14a-8 under the Exchange Act and intended to be presented at the Company's 2000
Annual Meeting of Stockholders must be received by the Company not later than
December 10, 1999 in order to be considered for inclusion in the Company's proxy
materials for that meeting.
OTHER MATTERS
Compliance with Section 16(a) of the Exchange Act. Section 16(a) of the
Exchange Act requires the Company's officers and directors and persons who own
more than ten percent of the Company's Common Stock (collectively, "Reporting
Persons") to file reports of ownership and changes in ownership with the SEC and
the NASDAQ National Market. Reporting Persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
18
<PAGE> 21
Based solely on its review of the copies of such reports received or
written representations from certain Reporting Persons, during 1998, the Company
believes that all reporting persons complied with all applicable reporting
requirements.
Other Matters. The Board of Directors knows of no other business which will
be presented to 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.
Stockholders are urged to fill in, sign and promptly return the
accompanying form in the enclosed envelope.
By Order of the Board of Directors
Michael L. Foster,
Vice President, Finance and
Chief Financial Officer and Secretary
April 9, 1999
San Jose, California
19
<PAGE> 22
[FORM OF FRONT OF PROXY CARD]
PROXY
SDL, INC.
80 ROSE ORCHARD WAY
SAN JOSE, CA 95134
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON MAY 13, 1999.
Donald R. Scifres and Michael L. Foster, or any one 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 Stockholders of SDL, Inc. (the
"Company"), to be held on Thursday, May 13, 1999, and any adjournment or
postponement thereof.
Election of one (1) Class 2 Director (or if the nominee is not available
for election, such substitute as the Board of Directors or the proxy holders may
designate). Nominees: DR. MYERS.
<PAGE> 23
[FORM OF BACK OF PROXY CARD]
Shares represented by this proxy will be voted as directed by the
shareholder. IF NO SUCH DIRECTIONS ARE INDICATED, THE PROXIES WILL HAVE
AUTHORITY TO VOTE FOR THE ELECTION OF ALL DIRECTORS, AND FOR ITEMS 2, 3 & 4.
- ------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSALS 2, 3 & 4.
- ------------------------------------------------------------------------------
1. Election of Director (see reverse):
/ / FOR / / WITHHELD
FOR, except vote withheld from the following nominee:
-------------------------------------------------------
-------------------------------------------------------
2. To approve an amendment to the Company's Date 1995 Employee Stock Purchase
Plan to increase the number of shares reserved for issuance thereunder
from 850,000 to 1,150,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
3. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock.
/ / FOR / / AGAINST / / ABSTAIN
4. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the 1999 fiscal year:
/ / FOR / / AGAINST / / ABSTAIN
5. In their discretion, the 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 RIGHT
Please sign exactly as your name appears herein. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
Signature Date
-------------------------------- -----------------------
Signature Date
-------------------------------- -----------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE.
