<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ACT Manufacturing, 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: not
applicable
(2) Aggregate number of securities to which transactions applies: not
applicable
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: not applicable
(4) Proposed maximum aggregate value of transaction: not applicable
(5) Total fee paid: not applicable
[_]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 not applicable
(2) Form, Schedule or Registration Statement No.: not applicable
(3) Filing party: not applicable
(4) Date filed: not applicable
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ACT MANUFACTURING, INC.
2 Cabot Road
Hudson, Massachusetts 01749
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of ACT Manufacturing, Inc., a
Massachusetts corporation (the "Corporation"), will be held on Tuesday, May
18, 1999 at 10:00 A.M., local time, at Testa, Hurwitz & Thibeault, LLP,
Conference Center, 125 High Street, High Street Tower, Boston, Massachusetts
02110 for the following purposes:
1. To elect two members of the Board of Directors to serve for three-year
terms as Class I Directors.
2. To ratify the selection of the firm Deloitte & Touche LLP as
independent auditors for the fiscal year ending December 31, 1999.
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Only stockholders of record at the close of business on Wednesday, March 24,
1999, the record date fixed by the Board of Directors for such purpose, are
entitled to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of Directors
Jeffrey B. Lavin
Clerk
Hudson, Massachusetts
April 15, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED
IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
<PAGE>
ACT MANUFACTURING, INC.
2 Cabot Road
Hudson, Massachusetts 01749
----------------
PROXY STATEMENT
----------------
April 15, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ACT Manufacturing, Inc. (the
"Corporation") for use at the Annual Meeting of Stockholders to be held on
Tuesday, May 18, 1999 at 10:00 A.M., local time, at Testa, Hurwitz &
Thibeault, LLP, Conference Center, 125 High Street, High Street Tower, Boston,
Massachusetts 02110, and at any adjournments thereof.
Only stockholders of record as of the close of business on March 24, 1999
(the "Record Date") will be entitled to vote at the meeting and any
adjournments thereof. As of that date, 9,087,700 shares of common stock, $.01
par value per share (the "Common Stock"), of the Corporation were issued and
outstanding. The holders of Common Stock are entitled to one vote per share on
any proposal presented at the meeting. Stockholders may vote in person or by
proxy. Execution of a proxy will not in any way affect a stockholder's right
to attend the meeting and vote in person. Any stockholder giving a proxy has
the right to revoke it by written notice to the Clerk of the Corporation at
any time before it is exercised.
An Annual Report to Stockholders, containing financial statements for the
fiscal year ended December 31, 1998, is being mailed together with this Proxy
Statement to all stockholders entitled to vote. This Proxy Statement and the
form of proxy were first mailed to stockholders on or about April 15, 1999.
Quorum and Votes Required
The representation, in person or by proxy, of at least a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is
necessary to constitute a quorum for the transaction of business. Shares
represented by proxies pursuant to which votes have been withheld from any
nominee for election as director, or which contain one or more abstentions or
broker "non-votes," are counted as present or represented for purposes of
determining the presence or absence of a quorum for the meeting. A "non-vote"
occurs when a nominee holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because, with respect to such
other proposal, the nominee does not have discretionary voting power and has
not received instructions from the beneficial owner.
In the election of the Class I Directors, the two nominees receiving the
highest number of affirmative votes of the shares present or represented and
entitled to vote at the meeting shall be elected as Class I Directors. On all
other matters being submitted to stockholders, an affirmative vote of a
majority of the shares present, in person or represented by proxy, and voting
on each such matter is required for approval. An automated system administered
by the Corporation's transfer agent tabulates the votes. The vote on each
matter submitted to stockholders is tabulated separately. Abstentions will
have the practical effect of voting against each such matter, other than the
election of directors, since they are included in the number of shares present
and voting on each such matter. Broker "non-votes" will have no impact on each
such matter since they are not so included.
1
<PAGE>
Each of the persons named as attorneys in the proxies is an officer of the
Corporation. All properly executed proxies returned in time to be counted at
the meeting will be voted. Any stockholder giving a proxy has the right to
withhold authority to vote for any individual nominee to the Board of
Directors by writing that nominee's name in the space provided on the proxy.
In addition to the election of the Class I Directors, the stockholders will
consider and vote upon a proposal to ratify the selection of auditors, as
further described in this proxy statement. Where a choice has been specified
on the proxy with respect to the foregoing matters, the shares represented by
the proxy will be voted in accordance with the specifications and will be
voted FOR if no specification is indicated.
The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter upon which a vote may properly be taken
should be presented at the Annual Meeting, shares represented by all proxies
received by the Board of Directors will be voted with respect thereto in
accordance with the judgment of the persons named as attorneys in the proxies.
2
<PAGE>
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 24, 1999 certain information
regarding beneficial ownership of the Corporation's Common Stock by: (i) each
person who, to the knowledge of the Corporation, owned beneficially more than
5% of the shares of Common Stock of the Corporation outstanding at such date;
(ii) each director or nominee for director of the Corporation; (iii) each
executive officer identified in the Summary Compensation Table set forth below
under the heading "Executive Compensation Summary"; and (iv) all directors,
nominees for election to the Board of Directors and executive officers of the
Corporation as a group.
<TABLE>
<CAPTION>
Amount and Nature Percentage of Common
Name and Address of Beneficial Owner of Ownership(1) Stock Outstanding(2)
- ------------------------------------ ----------------- --------------------
<S> <C> <C>
Douglas R. Ederle(3)................... 947,078 10.4%
c/o Pell Rudman & Co., Inc.
100 Federal Street
Boston, MA 02110
John A. Pino(4)........................ 5,020,722 55.2
c/o ACT Manufacturing, Inc.
2 Cabot Road
Hudson, MA 01749
Jeffrey B. Lavin....................... 0 *
Douglass C. Greenlaw(5)................ 122,318 1.3
Blaise E. Scioli(6).................... 83,300 *
Robert W. Egan, Jr.(7)................. 58,100 *
Edward T. Cuddy(8)..................... 16,000 *
Bruce R. Gardner(9).................... 16,332 *
Donald G. Polich(9).................... 15,332 *
All directors and executive officers as
a group (9 persons)(10)............... 5,337,104 56.8%
</TABLE>
- --------
* Less than 1% of the outstanding shares of Common Stock.
(1) Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to their shares of Common
Stock, except to the extent authority is shared by spouses under
applicable law.
(2) The number of shares of Common Stock deemed outstanding on March 24, 1999
with respect to a person or group includes: (i) 9,087,700 shares of
Common Stock outstanding on such date and (ii) all options that are
currently exercisable or will become exercisable within 60 days of March
24, 1999 by the person or group in question.
(3) According to a Schedule 13D filed with the Securities and Exchange
Commission on June 15, 1998. Consists of (a) 500,000 shares held by the
1998 John A. Pino Grantor Retained Annuity Trust dated June 15, 1998, of
which Mr. Ederle is a co-trustee, (b) 96,166 shares held by Mr. Ederle as
trustee of the Pino Family Trust, a trust for the benefit of Janet M.
Pino, Mr. Pino's wife, his children and his issue, (c) 175,456 shares
held by Mr. Ederle as trustee of the John M. Pino Trust, a trust for the
benefit of John M. Pino, Mr. Pino's son, and (d) 175,456 shares held by
Mr. Ederle as trustee of the Melissa A. Pino Trust, a trust for the
benefit of Melissa A. Pino, Mr. Pino's daughter. Mr. Ederle disclaims
beneficial ownership of all such shares.
3
<PAGE>
(4) Includes (a) 73,154 shares held by the John A. Pino Grantor Retained
Annuity Trust II dated August 16, 1996, of which Mr. Pino is a trustee
and (b) 500,000 shares held by the 1998 John A. Pino Grantor Retained
Annuity Trust dated June 15, 1998, of which Mr. Pino is a co-trustee.
Excludes (a) 96,166 shares held by Douglas R. Ederle, Trustee of the Pino
Family Trust, a trust for the benefit of Janet M. Pino, Mr. Pino's wife,
his children and his issue, (b) 175,456 shares held by Douglas R. Ederle,
Trustee of the John M. Pino Trust, a trust for the benefit of John M.
Pino, Mr. Pino's son, and (c) 175,456 shares held by Douglas R. Ederle,
Trustee of the Melissa A. Pino Trust, a trust for the benefit of Melissa
A. Pino, Mr. Pino's daughter.
(5) Includes 109,600 shares issuable upon the exercise of outstanding stock
options exercisable on the Record Date or within 60 days thereafter.
(6) Includes 83,200 shares issuable upon the exercise of outstanding stock
options exercisable on the Record Date or within 60 days thereafter.
(7) Includes 58,000 shares issuable upon the exercise of outstanding stock
options exercisable on the Record Date or within 60 days thereafter.
(8) Includes 14,000 shares issuable upon the exercise of outstanding stock
options exercisable on the Record Date or within 60 days thereafter.
(9) Includes 15,332 shares issuable upon the exercise of outstanding stock
options exercisable on the Record Date or within 60 days thereafter.
(10) Includes 300,464 shares issuable upon the exercise of outstanding stock
options exercisable on the Record Date or within 60 days thereafter.
4
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
In accordance with the Corporation's Amended and Restated By-laws, the
Corporation's Board of Directors is divided into three classes. Each class
serves for three years, with the terms of office of the respective classes
expiring in successive years. Edward T. Cuddy and Donald G. Polich are Class I
Directors whose terms expire at the Annual Meeting of Stockholders to be held
in 1999. The Board is also composed of one Class II Director (John A. Pino)
and one Class III Director (Bruce R. Gardner) whose terms will expire upon the
election and qualification of directors at the Annual Meeting of Stockholders
to be held in 2000 and 2001, respectively.
The nominees for Class I Directors are Edward T. Cuddy and Donald G. Polich,
who are each currently serving as Class I Directors. Shares represented by all
proxies received by the Board of Directors and not so marked as to withhold
authority to vote for Messrs. Cuddy and Polich will be voted FOR the election
of both nominees. Messrs. Cuddy and Polich will be elected to hold office
until the Annual Meeting of Stockholders to be held in 2002 and until their
respective successors are duly elected and qualified, or until their earlier
removal or resignation. Messrs. Cuddy and Polich have indicated their
willingness to serve, if elected; however, if either should be unable or
unwilling to serve, the proxies will be voted for the election of a substitute
nominee designated by the Board of Directors or for fixing the number of
directors at a lesser number.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NOMINEES LISTED BELOW.
The following table sets forth, for the nominees to be elected at the
meeting and for each director whose term of office will extend beyond the
meeting, the year each such nominee or director was first elected a director,
the positions currently held by each nominee or director with the Corporation,
the year each nominee's or director's term will expire and the class of
director of each nominee or director.
<TABLE>
<CAPTION>
Nominee's or Director's
Name and Year
Nominee or Director Year Term Class of
First Became Director Position(s) Held Will Expire Director
----------------------- ---------------- ----------- --------
<S> <C> <C> <C>
Nominees:
Edward T. Cuddy (1995).. Director 1999 I
Donald G. Polich
(1982)................. Director 1999 I
Continuing Directors:
John A. Pino (1988)..... President, Chief Executive Officer 2000 II
and Chairman of the Board
Bruce R. Gardner
(1994)................. Director 2001 III
</TABLE>
5
<PAGE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met ten (10) times and took action by unanimous
written consent four (4) times during the fiscal year ended December 31, 1998.
The Audit Committee of the Board of Directors, presently comprised of
Messrs. Gardner and Polich, both outside directors of the Corporation, was
established on March 29, 1995. The Audit Committee is responsible for
reviewing the result and scope of audits and other services provided by the
Corporation's independent auditors and reviewing the Corporation's internal
accounting control policies and procedures. The Audit Committee met four (4)
times and took action by unanimous written consent two (2) times during the
fiscal year ended December 31, 1998.
The Compensation Committee of the Board of Directors, presently comprised of
Mr. Pino and Messrs. Polich and Cuddy, both outside directors of the
Corporation, was established on March 29, 1995. The Compensation Committee
reviews and makes recommendations concerning the salaries and incentive
compensation of senior executives and employees of and consultants to the
Corporation, and oversees the administration of the Corporation's 401(k) plan.
The Compensation Committee met once during the fiscal year ended December 31,
1998.
The Stock Option Committee of the Board of Directors, presently comprised of
Messrs. Gardner and Cuddy, both outside directors of the Corporation, was
established on March 29, 1995. The Stock Option Committee oversees and
administers the Corporation's 1993 Stock Option Plans, 1995 Stock Plan and
1995 Non-Employee Director Stock Option Plan. During the fiscal year ended
December 31, 1998, the Stock Option Committee took action by written consent
three (3) times.
The Board of Directors does not currently have a nominating committee. Each
of the directors attended at least 75% of the total number of meetings of the
Board of Directors and all committees of the Board of Directors on which he
served during the fiscal year ended December 31, 1998.
6
<PAGE>
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the Class I nominees to be elected at the
meeting, the current directors who will continue to serve as directors beyond
the meeting, and the executive officers of the Corporation, their ages, and
the positions currently held by each such person with the Corporation.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
John A. Pino(1)................ 51 President, Chief Executive Officer and
Chairman of the Board
Jeffrey B. Lavin............... 44 Vice President of Finance, Chief Financial
Officer, Treasurer and Clerk
Douglass C. Greenlaw........... 48 Vice President of Strategic Development
Blaise E. Scioli............... 41 Vice President and General Manager of Cable
Division
Robert W. Egan, Jr. ........... 42 Vice President of Business Development
David Harrington............... 41 Vice President of Worldwide Materials
Management
Edward T. Cuddy(1)(3).......... 63 Director
Bruce R. Gardner(2)(3)......... 56 Director
Donald G. Polich(1)(2)......... 64 Director
</TABLE>
- --------
(1) Member of Compensation Committee
(2) Member of Audit Committee
(3) Member of Stock Option Committee
Directors to be Elected at the Meeting
Edward T. Cuddy joined the Corporation as a Director in April 1995. In
August 1995, Mr. Cuddy retired from his position as Vice President of
Manufacturing and Member of the Senior Staff at GTECH Corporation, a firm
which designs, manufactures, installs and services customized computer
equipment for state and local governments. In addition to serving on the
Corporation's Board, Mr. Cuddy currently serves as a director of Terascape
Software, Inc., a privately-held software company which optimizes database
storage and management, a director of Worldwide Interchange Network, Inc., a
privately-held consulting company assisting companies wishing to manufacture
in or export to Southeast Asia, and as a member of the Executive Advisory
Board of The Register Company, a privately-held worldwide provider of training
and consulting in the quality field.
Donald G. Polich has been an independent consultant since January 1993,
following the sale by him of all of the outstanding stock of the Corporation
and Automated Component Technologies, Inc. ("ACT II"), the Corporation's
printed circuit board assembly predecessor, to Mr. Pino. Mr. Polich has served
as a Director of the Corporation since he founded it in 1982. Mr. Polich also
served as the President and Chief Executive Officer of the Corporation from
inception until February 1988, and was President and Chief Executive Officer
and a director of ACT II from its inception in December 1986 until March 1992.
7
<PAGE>
Directors Whose Terms Extend Beyond the Meeting
John A. Pino joined the Corporation as President and a Director in February
1988. He also became Executive Vice President of ACT II in March 1991, and
President of that company in March 1992. Mr. Pino became Chairman of the Board
and Chief Executive Officer of the Corporation in January 1993 and served as
Treasurer of the Corporation from January 1993 to February 1995. Prior to
joining the Corporation, he had served as Vice President of Finance for New
Balance Athletic Shoe, Inc. and Visual Technology, Inc. and as Corporate
Controller for Datacon, Inc.
Bruce R. Gardner has been a director of the Corporation since December 1994.
Mr. Gardner has been the President since November 1997, and prior to that, the
Chief Financial Officer and Treasurer and a director of Datawatch Corporation,
a provider of personal computer software, since co-founding that corporation
in 1985. Mr. Gardner was a Senior Vice President of Datawatch until June 1993
when he became Executive Vice President of that company.
Executive Officers
Jeffrey B. Lavin joined the Corporation as Vice President of Finance, Chief
Financial Officer, Treasurer and Clerk in December 1998. Prior to joining the
Corporation, Mr. Lavin was Corporate Controller for Wyman-Gordon Company, a
publicly-traded international manufacturer of highly engineered components,
primarily for the aerospace industry, from 1994 to 1998. Mr. Lavin also served
as Senior Consultant with Siegel & Dunn, a management consulting firm
providing a broad range of services, including turnaround management, from
1991 to 1994 and as Chief Financial Officer, Controller and Chief Accounting
Officer with Patten Corporation, a publicly-traded retail real estate and
mortgage banking company, from 1986 to 1991.
Douglass C. Greenlaw has been the Vice President of Strategic Development
since November 1998. He was Vice President of Finance and Administration and
Chief Financial Officer of the Corporation from January 1995 until November
1998, and Treasurer and Clerk of the Corporation from February 1995 until
December 1998. Prior to joining the Corporation, Mr. Greenlaw was Vice
President of Finance and Administration and Chief Financial Officer at
BioSepra, Inc., a developer of chemical media and process systems, from April
1994 to January 1995. He served Corporate Software Incorporated, a reseller of
computer software and related services, as Vice President of Operations from
July 1993 until April 1994 and as Vice President of Finance and Chief
Financial Officer from April 1991 until July 1993. Prior to April 1991, Mr.
Greenlaw had been with Millipore Corporation, a separations company, and since
December 1984 had been the Vice President of Finance and Administration of the
Waters Chromatography division.
Blaise E. Scioli has been the Vice President and General Manager of the
Corporation's Cable Division since April 1998 and was the Vice President of
Sales and Marketing from 1991 through April 1998. He has held several
management positions in the Corporation since joining in June 1986. Prior to
joining the Corporation, Mr. Scioli held various sales and marketing positions
for AMP, Inc., a manufacturer of electronic interconnection products, from
August 1981 to June 1986.
Robert W. Egan, Jr. has been the Vice President of Business Development
since March 1994. Mr. Egan was the Director of Business Development for
Lockheed Commercial Electronics Company, a contract manufacturer, from March
1992 to February 1994. Prior to that, he served as the Vice President of Sales
and Marketing for Heliotron Corporation, a contract manufacturer, from April
1990 to March 1992. From April 1988 to March 1990, Mr. Egan was a marketing
manager for SCI Systems, Inc., a contract manufacturer.
8
<PAGE>
David F. Harrington joined the Corporation as Director of Materials
Management in June 1997 and became Vice President of Worldwide Materials
Management in March 1999. Prior to joining the Corporation, Mr. Harrington
served as Director of Procurement for Data General Co., a manufacturer of
electronic hardware and software products, from October 1994 to June 1997. Mr.
Harrington held various materials management positions at Hewlett Packard, a
global producer of computers and test and measurement instruments, from
February 1988 to October 1994 and at Apollo Computer, a computer manufacturing
company, from October 1982 to February 1988.
Executive officers of the Corporation are elected by the Board of Directors
on an annual basis and serve until their successors have been duly elected and
qualified. There are no family relations among any of the executive officers
or directors of the Corporation.
9
<PAGE>
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation Summary
The following table shows certain information with respect to the annual and
long-term compensation of the Corporation's Chief Executive Officer and each
of the Corporation's four other most highly compensated executive officers
(collectively, the "Named Executive Officers") for the fiscal years ended
December 31, 1998, 1997 and 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation(1) Compensation(2)
------------------------- ---------------
Awards
Commission Securities
Name and Principal and Underlying All Other
Position Year Salary($) Bonus($)(3) Options/SARs(#) Compensation($)(4)
- ------------------ ---- ----------- ------------ --------------- ------------------
<S> <C> <C> <C> <C> <C>
John A. Pino........... 1998 $ 200,000 $ -- -- $196,630(5)
President, Chief
Executive Officer and 1997 200,000 -- -- 196,685(5)
Chairman of the Board 1996 180,000 100,000 -- 196,174(5)
Jeffrey B. Lavin(6).... 1998 11,560 20,000 100,000 --
Vice President of
Finance, Chief
Financial Officer,
Treasurer and Clerk
Douglass C. Greenlaw... 1998 165,000 -- 12,000(7) 540
Vice President of
Strategic Development 54,000(7)
1997 165,000 -- 66,000 723
1996 150,000 60,000 12,000 174
Blaise E. Scioli....... 1998 125,000 120,000 100,000 540
Vice President and
General Manager 12,000(7)
of Cable Division 1997 100,000 -- 12,000 484
1996 100,000 50,528 12,000 66
Robert W. Egan, Jr. ... 1998 100,000 -- 12,000(7) 540
Vice President of
Business Development 1997 100,000 -- 12,000 503
1996 100,000 68,178 12,000 51
</TABLE>
- --------
(1) Excludes perquisites and other personal benefits, if any, the aggregate
annual amount of which for each officer was less than the lesser of
$50,000 or 10% of the total of annual salary and commission and bonus
reported.
(2) The Corporation did not grant any restricted stock awards or stock
appreciation rights ("SARs") or make any long-term incentive plan payouts
during the fiscal years 1998, 1997 or 1996.
(3) Bonuses are reported in the year earned, even if actually paid in a
subsequent year.
(4) Consists of premiums for term life insurance paid by the Corporation on
behalf of the Named Executive Officer and the Corporation's matching
contributions related to the Corporation's 401(k) Plan.
(5) Includes life insurance premiums paid by the Corporation on behalf of Mr.
Pino in fiscal 1996, 1997 or 1998, as applicable, on a split-dollar life
insurance policy as described below under "Split-Dollar Life Insurance
Agreement".
10
<PAGE>
(6) Mr. Lavin's employment with the Corporation began in December 1998. Mr.
Lavin's fiscal 1998 base salary was $152,500.
(7) Represents stock options that were issued in the January 1998 repricing in
exchange for an equivalent number of previously outstanding stock options
granted in 1997 which had an exercise price greater than the fair market
value of the Corporation's Common Stock on January 16, 1998. Other than
the exercise price, the material terms and conditions applicable to these
options are the same as the old options, including the terms of vesting.
See "--Option Repricings" and "Compensation Committee and Stock Option
Committee Report on Executive Compensation."
Option/SAR Grants in Last Fiscal Year
The following table shows information regarding grants of stock options to
the Named Executive Officers pursuant to the Corporation's stock plans during
the year ended December 31, 1998. The Corporation did not grant any stock
appreciation rights in fiscal 1998.
Option/SAR Grants in 1998
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Percent of Potential
Total Realizable Value at
Number of Options / Assumed Annual
Securities SARs Rates of Stock
Underlying Granted to Price Appreciation
Options / Employees Exercise for Option Term(2)
SARs in Fiscal Price Expiration -------------------
Name Granted (#) Year (%) ($/Share)(1) Date 5%($) 10%($)
---- ----------- ---------- ------------ ---------- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
John A. Pino........... -- -- -- -- -- --
President, CEO and
Chairman of the Board
Jeffrey B. Lavin....... 100,000(3) 9.79% $ 8.81 12/3/09 $554,213 $1,404,486
Vice President of
Finance,
Chief Financial
Officer,
Treasurer and Clerk
Douglass C. Greenlaw... 12,000(5) 1.18% $13.94 3/6/07 $105,183 $ 266,553
Vice President of 54,000(5) 5.29% $13.94 3/6/07 $473,322 $1,199,490
Strategic Development
Blaise E. Scioli....... 100,000(4) 9.79% $ 7.88 10/30/08 $495,255 $1,255,072
Vice President and 12,000(5) 1.18% $13.94 3/6/07 $105,183 $ 266,553
General Manager
of Cable Division
Robert W. Egan, Jr. ... 12,000(5) 1.18% $13.94 3/6/07 $105,183 $ 266,553
Vice President of
Business Development
</TABLE>
- --------
(1) All options were granted at fair market value as determined by the Board
of Directors of the Corporation on the date of grant.
(2) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation
11
<PAGE>
(5% and 10%) on the market value of the Corporation's Common Stock on the
date of option grant over the term of the options. These numbers are
calculated based on rules promulgated by the Securities and Exchange
Commission and do not reflect the Corporation's estimate of future stock
price growth. Actual gains, if any, on stock option exercises and Common
Stock holdings are dependent on the timing of such exercise and the future
performance of the Corporation's Common Stock. There can be no assurance
that the rates of appreciation assumed in this table can be achieved or
that the amounts reflected will be received by the Named Executive
Officers.
(3) The options become exercisable at the rate of 20% per annum.
(4) The options become exercisable at the rate of 33 1/3% per annum.
(5) Represents stock options that were issued in the January 1998 repricing
with an exercise price equal to the fair market value of the Corporation's
Common Stock ($13.94) on the date of the repricing (January 16, 1998) in
exchange for an equivalent number of previously outstanding stock options
granted in 1997 which had an exercise price greater than the fair market
value of the Corporation's Common Stock on January 16, 1998. See "--Option
Repricings" and "Compensation Committee and Stock Option Committee Report
on Executive Compensation."
Option Exercises and Fiscal Year-End Values
The following table sets forth information with respect to options to
purchase the Corporation's Common Stock granted to the Named Executive
Officers under the Corporation's stock plans, including (i) the number of
shares of Common Stock purchased upon exercise of options during the fiscal
year ended December 31, 1998; (ii) the net value realized upon such exercise;
(iii) the number of unexercised options outstanding at December 31, 1998; and
(iv) the value of such unexercised options at December 31, 1998.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Option/SAR Values at December 31, 1998
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares Value December 31, 1998 (#) December 31, 1998 ($)(2)
Acquired on Realized ------------------------- -------------------------
Name Exercise (#) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
John A. Pino............ -- -- -- --
Jeffrey B. Lavin........ -- -- 0/100,000 $ 0/$550,050
Douglass C. Greenlaw.... -- -- 79,200/110,800 $525,440/$367,155
Blaise E. Scioli........ -- -- 75,200/112,000 $830,202/$663,056
Robert W. Egan, Jr. .... -- -- 33,200/28,800 $263,252/$182,922
</TABLE>
- --------
(1) Amounts disclosed in this column were calculated based on the difference
between the fair market value of the Corporation's Common Stock on the
date of exercise and the exercise price of the options in accordance with
regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and do not necessarily reflect amounts
received by the Named Executive Officers.
(2) Value is based on the difference between the option exercise price and the
fair market value at December 31, 1998, the last day during fiscal year
1998 for which market prices are available ($14.313 per share as quoted on
the Nasdaq National Market), multiplied by the number of shares underlying
the options. The actual gains, if any, on the stock option exercises will
depend on the future performance of the Common Stock, the optionholder's
continued employment through the date on which the options are exercised
and the date on which the underlying shares of Common Stock are sold.
12
<PAGE>
Option Repricings
In January of 1998, in order to re-establish the incentive nature of
outstanding stock options with exercise prices greater than the then current
fair market value of the Corporation's Common Stock, the Corporation offered
to each employee who was granted a stock option under the Corporation's 1995
Stock Plan during the 1997 fiscal year (each, an "Old Option" and
collectively, the "Old Options"), the opportunity to exchange such option for
an option covering an equivalent number of shares with an exercise price equal
to the then current fair market value of the Corporation's Common Stock (each,
a "New Option" and collectively, the "New Options"). Other than a reduction in
the exercise price, all material terms and conditions applicable to the New
Options are the same as the Old Options, including the terms of vesting. In
total, Old Options to purchase an aggregate of 516,500 shares of Common Stock
at exercise prices ranging from $14.44 to $39.25 were exchanged for New
Options. The Corporation has not issued, repriced or amended any stock
appreciation rights.
The following table provides the specified information concerning the
repricing of options to purchase the Corporation's Common Stock held by any
executive officer of the Corporation for the one time such repricing has
occurred since March 30, 1995, the date of the Corporation's initial public
offering of its Common Stock:
Ten-Year Option Repricings
<TABLE>
<CAPTION>
Number of Length of
Securities Original Option
Underlying Market Price of Exercise Price at Term Remaining
Options Stock at Time Time of New at Date of
Repriced or of Repricing or Repricing or Exercise Repricing or
Name and Position Date Amended(#) Amendment($) Amendment($) Price($) Amendment(1)
- ----------------- ------- ----------- --------------- ----------------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Douglass C. Greenlaw.... 1/16/98 12,000 $13.94 $19.38 $13.94 9.2 years
Vice President of 1/16/98 54,000 $13.94 $19.38 $13.94 9.2 years
Strategic Development
Blaise E. Scioli........ 1/16/98 12,000 $13.94 $19.38 $13.94 9.2 years
Vice President and
General Manager of
Cable Division
Robert W. Egan, Jr. .... 1/16/98 12,000 $13.94 $19.38 $13.94 9.2 years
Vice President of
Business Development
David Harrington........ 1/16/98 25,000 $13.94 $39.25 $13.94 9.5 years
Vice President of
Worldwide Materials
Management
</TABLE>
- --------
(1) All repriced options described in the table have a term of ten years from
the date of grant.
Compensation Committee and Stock Option Committee Report on Executive
Compensation
The Corporation's executive compensation program is administered by the
compensation committee (the "Compensation Committee") and the stock option
committee (the "Stock Option Committee") of the Board of Directors. Pursuant
to authority delegated by the Board of Directors, the Compensation Committee
is responsible for establishing and administering the Corporation's executive
compensation plans and policies (other then with respect to the Corporation's
stock plans). The Compensation Committee is comprised of three directors, two
of
13
<PAGE>
whom are independent outside directors. The Stock Option Committee, which is
comprised of two independent outside directors, makes recommendations and
awards under, and administers, the Corporation's stock plans.
Compensation Philosophy
The Corporation's compensation policy for executive officers is reviewed and
approved by the Compensation Committee and the Stock Option Committee. The
Corporation's executive compensation program is designed to promote the
following objectives:
. To enhance profitability of the Corporation and increase stockholder
value.
. To provide competitive levels of compensation that will attract, retain,
motivate and reward highly qualified executives.
. To recognize individual initiative and achievement.
. To align the interests of the Corporation's management with those of
stockholders by including long-term equity incentives.
Executive Compensation Program
The Corporation's executive compensation program consists of three elements:
(i) cash compensation in the form of base salary, (ii) annual incentive
compensation in the form of cash bonuses and (iii) long-term equity incentives
in the form of stock options. Elements (i) and (ii) are administered by the
Compensation Committee, and element (iii) is administered by the Stock Option
Committee. Executive officers are also eligible to participate in certain
benefit programs which are generally available to all employees of the
Corporation, including life insurance, a 401(k) retirement savings plan and
the Corporation's 1995 Employee Stock Purchase Plan. In all cases, the
Compensation Committee's and Stock Option Committee's decisions involving
executive officer compensation are ultimately based on each committee's
judgment regarding the best interests of the Corporation and its stockholders.
Base Salary
Base salary compensation levels for each of the Corporation's executive
officers, including the Chief Executive Officer, are generally determined by
evaluating (i) the experience of and the responsibilities to be held by the
individual, (ii) the Corporation's past financial performance and future
expectations and (iii) individual performance. The Compensation Committee does
not assign relative weights or rankings to these factors, but instead makes a
determination based upon consideration of all of these factors, as well as the
progress made with respect to the Corporation's long-term goals and
strategies. The Compensation Committee also considers generally available
information regarding salaries paid to executive officers with comparable
qualifications, experience and responsibilities at companies in the same or
similar business and has generally set base salary in the mid-range level of
executive compensation that the Compensation Committee believes are paid to
such executive officers. Base salary levels for each of the Corporation's
executive officers, other than the Chief Executive Officer, are also based
upon evaluations and recommendations made by the Chief Executive Officer. With
respect to executive officers who first joined the Corporation in 1998,
special consideration was given to each officer's compensation package at
his/her prior place of employment.
14
<PAGE>
Annual Incentive Compensation
Each executive officer, including the Chief Executive Officer, is entitled
to receive annual incentive compensation, in the form of cash bonuses based on
the achievement by the Corporation of predetermined revenue and earnings
objectives, as well as the performance of the individual executive officer.
Cash bonuses are intended to constitute a significant portion of an executive
officer's incentive and total compensation package. Cash bonuses for each of
the Corporation's executive officers, other than the Corporation's Chief
Executive Officer, are also based upon recommendations of the Chief Executive
Officer.
Long-Term Incentive Compensation
Long-term incentive compensation, in the form of stock options, provide a
stock-based incentive to improve the Corporation's financial performance by
allowing the executive officers to share in any appreciation in the value of
the Corporation's Common Stock. Accordingly, the Compensation and the Stock
Option Committees believe that stock option participation aligns the interests
of executive officers with those of the Corporation's stockholders by
encouraging executive officers to maximize the value of the Corporation. Stock
options also assist in the recruitment, motivation and retention of key
professional and managerial personnel. Stock options are granted to executive
officers from time to time based primarily upon the individual's actual and/or
potential contributions to the Corporation, competitive market practices, and
the Corporation's financial performance. When establishing stock option grant
levels for executive officers, the Stock Option Committee considers existing
levels of stock ownership, previous grants of stock options, vesting schedules
of previously granted options and the current market value of the
Corporation's Common Stock. Stock options granted under the Corporation's 1995
Stock Plan and 1993 Stock Option Plans have an exercise price equal to the
fair market value of the stock on the date of grant. In January 1998, certain
options granted to employees of the Corporation, including executive officers,
in 1997 were exchanged for new options with a lower exercise price equal to
the then current fair market value of the Corporation's Common Stock.
In the year ended December 31, 1998, Blaise E. Scioli, the Corporation's
Vice President and General Manager of the Corporation's Cable Division, was
granted an option to purchase up to 100,000 shares of Common Stock at an
exercise price of $7.88 per share. Jeffrey B. Lavin, Vice President of
Finance, Chief Financial Officer, Treasurer and Clerk was granted an option to
purchase up to 100,000 shares of Common Stock, at an exercise price of $8.81.
No stock options were granted during the year ended December 31, 1998 to the
Chief Executive Officer.
Repricing of 1997 Option Grants
The Corporation believes stock options are intended to provide long-term
incentives to officers and other employees of the Corporation to improve the
Corporation's financial performance and to assist in the recruitment,
motivation and retention of key professional and managerial personnel. In
January 1998, in authorizing the exchange of the Old Options, the Stock Option
Committee reviewed the stock options held by the Corporation's employees
(including executive officers) and concluded that the broad decline in the
price of the Corporation's Common Stock had resulted in stock options granted
pursuant to the Corporation's 1995 Stock Plan during fiscal 1997 having
exercise prices well above the recent trading prices for the Common Stock. In
addition, the Stock Option Committee considered the fact that compensation
packages appeared less attractive due to option exercise prices well above the
current market price of the Common Stock, the intense competition for
experienced and qualified employees and the importance to the Corporation of
retaining key employees. The Stock Option Committee determined that the
disparity between the exercise price of the Old Options and the then current
15
<PAGE>
market price of the Corporation's Common Stock did not provide meaningful
incentives to the officers and employees holding such options to perform to
their maximum potential and work towards the success of the Corporation. For
these reasons, the Stock Option Committee determined it to be in the best
interests of the Corporation and its stockholders to restore the incentive for
executive officers and employees to remain with the Corporation and exert
their maximum efforts on behalf of the Corporation by offering holders of the
Old Options the opportunity to exchange the Old Options for New Options with
an exercise price equal to the then current market price of $13.94 per share.
All other terms and conditions applicable to the Old Options, including the
terms of vesting, remained the same in the New Options.
Inquiries conducted by the Stock Option Committee indicated that other
companies in the high technology industry have been confronted with this
problem and have made similar adjustments to stock options in order to
motivate their employees. The Stock Option Committee also concluded that the
loss of key employees could have a significant adverse impact on the
Corporation's operations and performance.
Compensation of the Chief Executive Officer
Consistent with the executive compensation policies described above, Mr.
Pino received salary compensation of $200,000 and no incentive compensation
for the fiscal year ended December 31, 1998. In 1998, as in prior years, Mr.
Pino did not receive any long-term equity incentives in the form of stock
options pursuant to the Corporation's stock plans.
Deductibility of Executive Compensation Expenses
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), generally disallows a tax deduction for compensation in excess of $1
million paid to any of the executive officers named in the Summary
Compensation Table above. The Compensation Committee has considered the
requirements of Section 162(m) of the Code and the related regulations. It is
the Compensation Committees' present belief that, so long as it is consistent
with its overall compensation objectives, substantially all executive
compensation will be deductible for all income tax purposes.
Respectfully submitted by the Compensation Committee,
Respectfully submitted by theStock
Option Committee,
Edward T. Cuddy
John A. Pino Edward T. Cuddy
Donald G. Polich Bruce R. Gardner
16
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Corporation's Board of Directors established a Compensation Committee in
March 1995. The Compensation Committee currently consists of Messrs. Cuddy,
Pino and Polich. During the fiscal year ended December 31, 1998, Mr. Pino, the
Corporation's President and Chief Executive Officer and a Director,
participated in the deliberations of the Board of Directors concerning the
compensation of executive officers but did not participate in the Board's
deliberations concerning his own compensation.
Mr. Polich was formerly an officer of the Corporation.
Certain Relationships and Related Transactions
Agreements with Donald G. Polich
The Corporation is a party to two separate Consulting Agreements dated as of
August 4, 1993, as amended, with Re-Act Consulting, a consulting company of
which Mr. Polich and Nelva Polich, Mr. Polich's wife, are the owners and
employees (the "Consulting Agreements"). Each of the Consulting Agreements
terminate on August 4, 2003. The Consulting Agreements provide for initial
monthly consulting fees of approximately $16,500 which increase by eight
percent (8%) per annum. The Corporation paid consulting fees under the
Consulting Agreements of approximately $280,000 during 1998.
The Corporation is a party to two separate Noncompetition Agreements dated
as of January 1, 1993, as amended, with Mr. Polich (the "Noncompetition
Agreements"). Each of the Noncompetition Agreements terminate on January 1,
2003. Under these agreements, Mr. Polich agreed not to engage in any business
activity in the United States which is directly or indirectly in competition
with the Corporation, including businesses relating to cable and harness
assembly, printed circuit board assembly, subassembly and assembly of final
products. Mr. Polich is prohibited from soliciting any employee of the
Corporation to become an employee of any competing organization during the
term of such agreements. Pursuant to the Noncompetition Agreements, the
Corporation paid to Mr. Polich approximately $73,000 during 1998.
Pursuant to a Stock Purchase Agreement dated as of January 1, 1993, as
amended, among the Corporation, Mr. Pino and Mr. Polich, Mr. Pino agreed to
vote his shares in the Corporation in favor of electing Mr. Polich as a
director of the Corporation until the earlier of: (i) January 1, 2003 or (ii)
the date on which all payments required by the Corporation under the
Consulting Agreements and Noncompetition Agreements have been paid in full. In
addition, the Corporation agreed that during such time that Mr. Polich is
entitled to be elected a director (i) Mr. Polich will receive annual director
fees from the Corporation in the amount of $7,500 (provided, that such fees
shall be applied to Mr. Polich's $70,686 loan, as of such date, from the
Corporation to him), (ii) the Corporation will maintain a $1,000,000 term life
insurance policy on his life payable to his spouse, and (iii) the Corporation
will provide Mr. and Mrs. Polich with health insurance pursuant to the
standard health insurance benefits provided to employees of the Corporation.
During 1998, the Corporation applied the $7,500 director fees against Mr.
Polich's loan from the Corporation described below, paid approximately $5,800
in premiums for the insurance policy on Mr. Polich's life and paid
approximately $4,600 in health insurance premiums for Mr. and Mrs. Polich.
Mr. Polich is the obligor on a promissory note in the original principal
amount of $70,686 payable to the Corporation. The obligation is evidenced by a
note dated December 31, 1992 which bears interest at six percent per annum,
and the $7,500 in annual director's fees which are paid to Mr. Polich are
applied to the principal and interest due on such note. All unpaid principal
and accrued interest is due December 31, 2002. As of December 31, 1998, the
principal and accrued interest outstanding on the promissory note was $34,334.
17
<PAGE>
Re-Act Realty Trust
The Corporation leases two facilities in Hudson, Massachusetts and in 1998
leased certain equipment from Re-Act Realty Trust, a Massachusetts nominee
trust ("Re-Act Realty Trust"), of which Mr. Pino is Trustee and the
beneficiaries of which are Mr. Pino and Janet M. Pino. The two facility leases
provide for terms expiring in 2003, and provided for total base monthly rent
during 1998 of approximately $32,000. The Corporation assumes the cost of all
taxes, betterment assessments, insurance costs, utility costs and all other
operating and maintenance expenses for the facilities. The equipment lease
expired on December 31, 1998. Under the leases, the Corporation paid Re-Act
Realty Trust a total of approximately $388,000 during 1998.
Split-Dollar Life Insurance Agreement
In September 1996, the Corporation entered into a "split-dollar" life
insurance agreement with a trust established by John A. Pino and his wife,
Janet M. Pino. Under the terms of the agreement, the Corporation and the trust
will share in the premium costs of a whole life insurance policy on the joint
lives of Mr. and Mrs. Pino. The Corporation is entitled to reimbursement of
the amounts advanced, without interest, upon the first to occur of (a) the
death of the later of Mr. or Mrs. Pino or (b) the surrender of the policy.
These advances are secured by a collateral assignment of the policy to the
Corporation. In 1998, the Corporation advanced approximately $196,000 toward
the payment of the premiums.
Other Transactions
The Corporation has entered into a Registration Rights Agreement dated
February 8, 1995 with Mr. Pino and certain trusts previously established by
Mr. Pino pursuant to which the Corporation, under certain circumstances, will
be required to register their shares of Common Stock under the Securities Act
of 1933, as amended.
The Corporation has adopted a policy whereby all material future
transactions between the Corporation and its officers, directors and
affiliates will be on terms no less favorable to the Corporation than could be
obtained from unrelated third parties and will be approved by a majority of
the disinterested members of the Corporation's Board of Directors.
Compensation of Directors
As compensation for serving on the Board of Directors, the Corporation pays
each non-employee director $5,000 annually and an additional $1,000 for each
meeting of the Board of Directors that they attend. Non-employee directors
also receive $500 for their attendance at each meeting of any Board committees
on which they serve unless such committee meeting is held on the same date as
a meeting of the Board, and will be reimbursed for their reasonable out-of-
pocket expenses incurred in attending Board and committee meetings. Non-
employee directors are also automatically granted options to purchase shares
of the Corporation's Common Stock pursuant to the 1995 Non-Employee Director
Stock Option Plan. Mr. Polich receives minimum annual director's fees, payable
quarterly, of $7,500 for his service on the Board of Directors.
Directors who are officers or employees of the Corporation do not receive
any additional compensation for their services as directors.
18
<PAGE>
Stock Performance Graph
The following graph compares the percentage change in the cumulative total
stockholder return on the Corporation's Common Stock during the period from
the Corporation's initial public offering on March 30, 1995 through December
31, 1998, with the cumulative total return for the Nasdaq Market Index and an
SIC Index that includes all organizations in the Corporation's Standard
Industrial Classification (SIC) Code 367-Electronic Components & Accessories.
The comparison assumes $100 was invested on March 30, 1995, the date the
Corporation's Common Stock began publicly trading, in the Corporation's Common
Stock and in each of the foregoing indices and assumes reinvestment of
dividends, if any.
Comparison of Cumulative Total Return(1)(2)
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-------------------------------------------------------------
COMPANY/INDEX/MARKET 3/30/1995 12/29/1995 12/31/1996 12/31/1997 12/31/1998
- -------------------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ACT Manufacturing 100.00 92.71 219.79 117.75 119.25
Electronic Components
& Access 100.00 125.76 190.66 202.87 296.95
NASDAQ Market Index 100.00 120.91 150.25 183.79 259.22
</TABLE>
- --------
(1) Prior to March 30, 1995, the Corporation's Common Stock was not publicly
traded. Comparative data is provided only for the period since that date.
This graph is not "soliciting material," is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by
reference in any filing of the Corporation under the Securities Act of
1933, as amended or the Securities Exchange Act of 1934, as amended
whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.
(2) The stock price performance shown on the graph is not necessarily
indicative of future price performance. Information used on the graph was
obtained from Media General Financial Services, Richmond, Virginia, a
source believed to be reliable, but the Corporation is not responsible for
any errors or omissions in such information.
19
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Deloitte & Touche LLP
("Deloitte & Touche"), independent certified public accountants, to serve as
auditors for the fiscal year ending December 31, 1999. Deloitte & Touche has
served as the Corporation's auditors since 1985. It is expected that a member
of the firm will be present at the Annual Meeting of Stockholders with the
opportunity to make a statement if so desired and will be available to respond
to appropriate questions from the stockholders. The ratification of this
selection is not required under the laws of the Commonwealth of Massachusetts,
where the Corporation is incorporated, but the results of this vote will be
considered by the Board of Directors in selecting auditors for future years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THIS SELECTION.
SECTION 16 REPORTING
Section 16(a) of the Exchange Act, requires the Corporation's directors,
executive officers and holders of more than 10% of the Corporation's Common
Stock (collectively, the "Reporting Persons") to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock of the Corporation. Such persons are required by
regulations of the Commission to furnish the Corporation with copies of all
such filings. Based on its review of the copies of such filings received by it
with respect to the fiscal year ended December 31, 1998, the Corporation
believes that all Reporting Persons complied with all Section 16(a) filing
requirements in the fiscal year ended December 31, 1998.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement to
be furnished to all stockholders entitled to vote at the next annual meeting
of stockholders of the Corporation must be received at the Corporation's
principal executive offices not later than December 16, 1999. The deadline for
providing timely notice to the Corporation of matters that stockholders
otherwise desire to introduce at the next annual meeting of stockholders of
the Corporation is February 28, 2000. Any such proposal must comply with the
rules and regulations of the Securities and Exchange Commission. In order to
curtail controversy as to the date on which a proposal was received by the
Corporation, it is suggested that proponents submit their proposals by
Certified Mail, Return Receipt Requested to ACT Manufacturing, Inc., 2 Cabot
Road, Hudson, MA 01749, Attention: Jeffrey B. Lavin, Clerk.
20
<PAGE>
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Corporation. In
addition to soliciting stockholders by mail and through its regular employees,
the Corporation may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Corporation
registered in the names of a nominee and, if so, will reimburse such banks,
brokers and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket costs. Solicitation by officers and employees of the Corporation
may also be made of some stockholders in person or by mail, telephone or
telegraph following the original solicitation.
By Order of the Board of Directors
Jeffrey B. Lavin
Clerk
21
<PAGE>
ACT MANUFACTURING, INC.
PROXY FOR 1999 ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1999
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of ACT Manufacturing, Inc., a Massachusetts
corporation (the "Corporation") hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement, each dated April 15, 1999
and hereby appoints John A. Pino and Jeffrey B. Lavin, and each of them, proxies
and attorneys-in-fact, with full power to each of substitution, on behalf and in
the name of the undersigned, to represent the undersigned at the Annual Meeting
of Stockholders of the Corporation to be held at Testa, Hurwitz & Thibeault,
LLP, Conference Center, 125 High Street, High Street Tower, Boston,
Massachusetts 02110 on May 18, 1999 at 10:00 a.m., local time, and at any
adjournment or adjournments thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth on the reverse side.
(Continued and to be signed on the reverse side.)
<PAGE>
- --------------- Please Detach and Mail in the Envelope Provided ---------------
A [X] Please mark your
votes as in this
example.
FOR WITHHELD
1. To elect two (2) [_] [_] Nominees: Edward T. Cuddy
Directors, each to Donald G. Polich
serve for a three-
year term as a
Class I Director.
(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the nominee's
name in the list at right.)
2. To ratify the selection of the firm of Deloitte & FOR AGAINST ABSTAIN
Touche LLP as independent auditors for the fiscal [_] [_] [_]
year ending December 31, 1999.
and, in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
THE PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AND FOR THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
SIGNATURE DATED , 1999
---------------------------------------- --------------
SIGNATURE
----------------------------------------
IF HELD JOINTLY
Note: (This Proxy should be marked, dated and signed by the shareholder(s)
exactly as his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If shares
are held by joint tenants or as community property, both should sign.)
