<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CHICAGO MINIATURE LAMP, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[CHML LOGO]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 17, 1996
To the Shareholders of Chicago Miniature Lamp, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Chicago
Miniature Lamp, Inc. (the "Company") will be held at the offices of CML
Fiberoptics, Inc., 45 Bartlett Street, Marlborough, Massachusetts on December
17, 1996, at 11:00 a.m., local time, for the following purposes:
1. To consider and act upon a proposal to amend the Certificate of
Incorporation of the Company to increase the authorized number of
shares of Common Stock of the Company from 20,000,000 to 100,000,000;
2. To consider and act upon a proposal to amend the Company's 1995
Incentive and Non-Statutory Stock Option Plan to increase the number
of shares issuable pursuant to the exercise of options granted under
said plan from 450,000 to 1,000,000 shares of the Common Stock of the
Company; and
3. To transact any other business as may properly come before the meeting
or any postponement or adjournment thereof.
Shareholders of record at the close of business on November 19, 1996, will
be entitled to vote at this meeting or any postponement or adjournment thereof.
Information relating to the matters to be considered and voted on at the Special
Meeting is set forth in the proxy statement accompanying this Notice.
By Order of the Board of Directors,
/s/ Ronald S. Goldstein
Ronald S. Goldstein
Secretary
Canton, Massachusetts
November 20, 1996
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE VOTE ON THE
MATTERS TO BE CONSIDERED AT THE MEETING BY COMPLETING THE ENCLOSED PROXY
AND MAILING IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
CHICAGO MINIATURE LAMP, INC.
500 CHAPMAN STREET
CANTON, MASSACHUSETTS 02021
____________________
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of CHICAGO MINIATURE LAMP, INC.
(the "Company") to be voted at the Special Meeting of Shareholders to be held at
the offices of CML Fiberoptics, Inc., 45 Bartlett Street, Marlborough,
Massachusetts on December 17, 1996 (the "Meeting") at 11:00 a.m., local time, or
any postponement or adjournment thereof.
This Proxy Statement and the enclosed proxy are being sent to
shareholders commencing on or about November 20, 1996.
Solicitation will be primarily by mail but may also be made by
personal interview or by telephone, in each case by officers and regular
employees of the Company who will not be additionally compensated therefor. The
Company will request persons such as brokers, nominees and fiduciaries, holding
stock in their names for others, or holding stock for others who have the right
to give voting instructions, to forward proxy material to their principals and
request authority for the execution of the proxy. The total cost of soliciting
proxies will be borne by the Company.
VOTING
Holders of record at the close of business on November 19, 1996 (the
"Record Date") of Common Stock, par value $.01 per share, of the Company
("Common Stock") will be entitled to vote at the Meeting.
On the Record Date, there were 19,457,249 shares of Common Stock
outstanding. Each share of Common Stock outstanding on the Record Date will be
entitled to one vote at the Meeting. A majority of the outstanding shares of
Common Stock entitled to vote at the Meeting will constitute a quorum at the
Meeting. The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the Meeting is necessary for the
approval of the amendment to the Certificate of Incorporation to increase the
authorized number of shares, while only the affirmative vote of the holders of a
majority of the votes present in person or by proxy at the Meeting is necessary
for approval of the amendment to the Company's Stock Option Plan to increase the
number of shares issuable thereunder.
Proxies in the enclosed form are solicited by the Board of Directors
of the Company in order to provide every shareholder an opportunity to vote on
all matters scheduled to come before the Meeting, whether or not the shareholder
attends in person. If proxies in the enclosed form are properly executed and
returned, the shares represented thereby will be voted at the Meeting in
accordance with the shareholder's directions. In the absence of specific
directions,
<PAGE>
properly executed proxies will be voted "FOR" the Amendment to the Certificate
of Incorporation of the Company to increase the authorized number of shares of
Common Stock and "FOR" the amendment of the Company's 1995 Stock Option Plan. A
shareholder who submits a proxy may revoke it at any time prior to the voting of
the proxy by written notice to the Secretary of the Company or by attending the
meeting and voting such shareholder's shares in person.
SECURITY OWNERSHIP OF PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of the Common Stock of the Company as of October 31, 1996
by (i) each person who is known by the Company to be the beneficial owner of
more than 5% of the Company's outstanding shares of Common Stock, (ii) each
director and executive officer of the Company, and (iii) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL
NAME AND ADDRESS OWNERSHIP PERCENT OF
OF BENEFICIAL OWNER(1) (# SHARES) CLASS
- - -----------------------------------------------------------------
<S> <C> <C>
Frank M. Ward (2), 10,106,850 51.9%
individually and as trustee
500 Chapman Street
Canton, MA 02021
Ronald S. Goldstein (3) 110,757 *
Donald J. MacCrindle (4) 25,100 *
Richard F. Parenti (5) 23,200 *
Thomas I. Kanaya 69,149 *
Michael J. Giani (6) 27,000 *
Werner A. Arnold 165,000 *
Donald S. Dewsnap 13,950 *
Richard E. Ingram 12,000 *
All directors and executive officers 10,553,006 54.2%
as a group (9 persons)
</TABLE>
_______________________
*Less than 1%
(1) The address of the Company's directors and officers is Chicago Miniature
Lamp, Inc., 500 Chapman Street, Canton, Massachusetts 02021.
-2-
<PAGE>
(2) Includes 8,255,820 shares beneficially owned by Frank M. Ward and Eileen M.
Ward as joint tenants with right of survivorship and 1,851,030 shares
deemed to be beneficially owned by Frank M. Ward, as trustee under certain
trust agreements for each of his five children dated May 23, 1995 (the
"Trust Agreements"). The Trust Agreements terminate upon each child
reaching the age of 35 (the first of such trusts will terminate in 2005).
(3) Reflects 75,000 shares issuable upon the exercise of presently exercisable
stock options beneficially owned by Mr. Goldstein and granted pursuant to
the Company's Stock Option Plan.
(4) Reflects 5,000 shares issuable upon the exercise of presently exercisable
stock options beneficially owned by Mr. MacCrindle and granted pursuant to
the Company's Stock Option Plan.
(5) Reflects 5,000 shares issuable upon the exercise of presently exercisable
stock options beneficially owned by Mr. Parenti and granted pursuant to the
Company's Stock Option Plan.
(6) Reflects 24,000 shares issuable upon the exercise of presently exercisable
stock options beneficially owned by Mr. Giani and granted pursuant to the
Company's Stock Option Plan.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued by
the Company for services rendered during the most recently completed fiscal year
ended December 3, 1995, and the two preceding fiscal years of the Company by the
Chief Executive Officer of the Company and each of the other most highly
compensated executive officers of the Company whose total cash compensation for
the year ended December 3, 1995, exceeded $100,000.
-3-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
----------------------
Awards
----------------------
Name and Annual Compensation Securities Underlying
Principal Position Year (Salary) ($) Options (#)
- - ------------------ ---- -------------------- ----------------------
<S> <C> <C> <C>
Frank M. Ward 1995 $ 360,000 --
President and 1994(1) $2,000,000 --
Chief Executive 1993(2) $3,251,000 --
Officer
Donald J. MacCrindle
Executive Vice 1995 $ 112,538 30,000
President 1994(1) $ 73,957 --
1993(2) $ 75,000 --
</TABLE>
(1) For the nine month period ended November 27, 1994. (Fiscal year was
changed.)
(2) For the fiscal year ended February 27, 1994.
In December 1994, the Company entered into a three year employment
agreement with Mr. Ward. The agreement provided for a salary of $360,000,
$420,000 and $480,000 for fiscal years 1995 through 1997, respectively. At the
request of Mr. Ward, the employment agreement has been amended to reduce his
salary to $250,000 for each of the fiscal years 1996 and 1997. The agreement
also provides for the reimbursement of Mr. Ward's reasonable and necessary
expenses in carrying out his duties as Chief Executive Officer, including an
automobile and related expenses. Under the agreement, Mr. Ward is also entitled
to receive all employee benefits under any retirement, pension, profit-sharing,
insurance and other plans which are in effect or which may be later adopted. In
the event of any disability that renders Mr. Ward incapable of performing his
normal duties with the Company that continues for a period of one year, the
Company may, at its option, terminate the employment contract.
In connection with the acquisition of W. Albrecht GmbH u. Co. KG and
certain other entities, the Company entered into three-year employment
agreements with Mr. Werner A. Arnold and Mr. Daniel S. Savocchia. After the
first three-year term, the agreements can be extended annually for additional
one-year terms. Mr. Arnold will be paid an annual salary of DM 225,000 and has
received stock options to purchase an aggregate of 75,000 shares of Common
Stock, which options have an exercise price of $24.33 per share and vest at the
rate of 20% per year commencing May 30, 1997. Mr. Savocchia will be paid an
annual salary of $100,000 and will receive a car allowance of $450 per month.
Mr. Savocchia has received stock options to purchase an aggregate of 30,000
shares of Common Stock, which options have an exercise price of $24.33 per share
and vest at the rate of 20% per year commencing May 30, 1997. The agreement
with Mr. Arnold also provides for reimbursement of reasonable and necessary
business expenses. Under the employment agreements, Messrs. Arnold and
Savocchia
-4-
<PAGE>
are entitled to receive all employee benefits, rights and privileges under any
retirement, pension, profit-sharing, insurance, hospital or other plans that may
now be in effect or that may be later adopted. In the event of disability that
renders either Mr. Arnold or Savocchia incapable of performing his normal duties
for a period of six consecutive months, the Company may terminate such
employee's employment by giving him notice in writing. In the event of such
termination, Mr. Savocchia is entitled to (i) his then-current salary for the
six-month period commencing with such disability or (ii) the unexpired term of
his employment, whichever is less. Each employment agreement is also terminable
by either party for cause. The agreements also contain non-compete clauses that
prohibit Messrs. Arnold and Savocchia from competing with the Company for a
period of five years following termination of their employment with the Company.
OPTION GRANTS IN LAST FISCAL YEAR
During the fiscal year ended December 3, 1995, the Company granted options
to the executive officers shown in the Summary Compensation Table as follows:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants For Option Term (1)
-------------------------------------------------- -----------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Name Options Employees Price(2) Expiration
Granted(#) in Year ($/share) Date 5%($) 10%($)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Frank M. Ward -- -- -- -- --
Donald J. 15,000 4.35% $ 8.33 6/13/05(3) $ 78,600 $199,200
MacCrindle 15,000 4.35% $10.75 8/10/05(4) $101,400 $257,100
</TABLE>
(1) Potential realizable value is presented net of the option exercise price
but before any federal or state income taxes associated with exercise.
These amounts represent certain assumed rates of appreciation set by the
Commission. Actual gains are dependent on the future performance of the
Common Stock and the option holder's continued employment throughout the
vesting period. The amounts reflected in the table may not necessarily be
achieved.
(2) All options were granted at an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant.
(3) Options vest at the rate of 33.33% per year for each of the first three
years after grant and terminate ten years from the date of grant.
(4) Options all vested on date of grant and terminate ten years from date of
grant.
-5-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number Number of Unexercised
of shares Securities Underlying In-the-Money
acquired Value Unexercised Options at Options at
Name on exercise Realized Year-End Year-End ($)(1)
- - ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Frank M. Ward -- -- -- --
Donald J. -- -- 15,000 $42,450 Exercisable
MacCrindle 15,000 $78,750 Unexercisable
</TABLE>
(1) Calculated based on the last reported sales price of $13.58 per share of
Common Stock as reported on the Nasdaq National Market on December 3, 1995.
STOCK OPTION PLAN
Under the Company's Stock Option Plan (the "Plan"), 750,000 shares of
Common Stock were reserved for issuance upon exercise of stock options. On
October 9, 1996, the number of shares reserved for issuance upon exercise of
stock options under the Plan was reduced to 450,000. The Plan is designed as a
means to retain and motivate key employees. The Stock Option Committee
administers and interprets the Plan. Options may be granted to all eligible
employees of the Company, including officers and others who perform services for
the Company. As of December 3, 1995, there were 345,000 shares underlying
unexercised options granted under the Plan. As of November 19, 1996, there
remained 5,202 shares available for future grant.
The Plan provides for the granting of both incentive stock options (as
defined in Section 422 of the Internal Revenue Code) and nonqualified stock
options. Options are granted under the Plan on such terms and at such prices as
recommended by the Stock Option Committee and approved by the Board of
Directors, except that the per share exercise price of incentive stock options
cannot be less than the fair market value of the Common Stock on the date of
grant. Each option is exercisable after the period or periods specified in the
option agreement, but no option may be exercisable after the expiration of ten
years from the date of grant. Options granted under the Plan are not
transferable other than by will or by the laws of descent and distribution.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the creation of the Compensation Committee on March 27, 1995,
decisions on executive compensation were made by the Company's Chief Executive
Officer, Frank M. Ward. During the entire period from the beginning of fiscal
1995 through March 27, 1995, Mr. Ward was employed under the employment
agreement described under the summary compensation table and Mr. Ward did not
participate in any executive compensation decisions affecting himself, although
he did request that his salary be reduced to $250,000 for fiscal years 1996 and
1997.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive annually a fee of
$10,000 in addition to reimbursement for out-of-pocket expenses.
-6-
<PAGE>
PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON SHARES
INTRODUCTION
Currently, the Company's Restated Certificate of Incorporation authorizes
the issuance of 20,000,000 shares of Common Stock, $.01 par value, and 5,000,000
shares of Preferred Stock, $.01 par value. As of November 19, 1996, 19,457,249
shares of Common Stock were issued and outstanding and 444,798 shares were
reserved for issuance upon the exercise of outstanding options. Accordingly, on
November 19, 1996, if all outstanding options were exercised, there would only
be 97,953 shares of Common Stock available for issuance by the Company. No
shares of Preferred Stock have been issued by the Company.
AMENDMENT
On October 31, 1996, the Board of Directors approved an increase in the
authorized number of shares of Common Stock from 20,000,000 to 100,000,000
shares, subject to shareholder approval. The action of the Board of Directors
was in the form of resolutions setting forth (i) the proposed amendment to the
first sentence of Article IV of the Company's Restated Certificate of
Incorporation, (ii) the advisability of the amendment; and (iii) calling for
submission of the amendment for approval by the shareholders at the Meeting.
The following is the text of the first sentence of Article IV of the
Restated Certificate of Incorporation of the Company, as proposed to be amended:
The aggregate number of the authorized shares, itemized by class,
series, if any, and par value within a class, is as follows:
<TABLE>
<CAPTION>
CLASS NUMBER OF SHARES SERIES PAR VALUE
- - ----- ---------------- ------ ---------
<S> <C> <C> <C>
Common 100,000,000 N/A $.01
Preferred 5,000,000 N/A $.01
Total Number of Shares Authorized: 105,000,000
Total Authorized Capital: $1,050,000
</TABLE>
PURPOSE AND EFFECT OF PROPOSED AMENDMENT
The Board of Directors believes that it is necessary and desirable to
increase the number of shares of Common Stock that the Company is authorized to
issue to give the Company additional flexibility to raise equity capital, adopt
additional employee benefit plans or reserve additional shares for issuance
under such plans and make acquisitions through the use of stock. The Board of
Directors has no immediate plans, understandings, agreements or commitments
-7-
<PAGE>
to issue additional Common Stock for any of these purposes, except as permitted
or required by the Company's existing employee benefit plans. The Board of
Directors believes that the proposed increase in the authorized shares would
make it unnecessary to hold a special shareholders' meeting in the future for
the purpose of authorizing an increase in the authorized Common Stock should the
Company decide to use its shares for one or more of such previously mentioned
purposes. No additional action or authorization by the Company's shareholders
would be necessary prior to the issuance of such additional shares, unless
required by applicable law or the rules of The Nasdaq National Market.
Under the Company's Restated Certificate of Incorporation, the Company's
shareholders do not have preemptive rights with respect to the Common Stock.
Thus, should the Board of Directors elect to issue additional shares of Common
Stock, existing shareholders 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
shareholdings of current shareholders.
The proposed amendment to increase the authorized number of shares of
Common Stock could, under certain circumstances, have an anti-takeover effect,
although this is not the intention of this proposal. In the event of a hostile
attempt to take over the Company, it might be possible for the Company to try to
impede such an attempt by issuing shares of the Common Stock through a "private
placement" to a friendly party, thereby diluting the voting power of the other
outstanding shares and increasing the potential cost to acquire control of the
Company. The overall effect, therefore, could be to discourage unsolicited
takeover attempts. By potentially discouraging initiation of any such
unsolicited takeover attempt, the proposed amendment may limit the opportunity
for the Company's shareholders to dispose of their shares at the higher price
generally available in takeover attempts or that may be available under a merger
proposal. The proposed amendment may have the effect of permitting the Company's
current management, including the current Board of Directors, to retain its
position and place it in a better position to resist changes that shareholders
may wish to make if they are dissatisfied with the conduct of the Company's
business.
PROPOSED RESOLUTIONS
Resolutions in substantially the following form will be submitted to the
shareholders at the Meeting:
"RESOLVED, that the Company's authorized shares of Common Stock be
increased from 20,000,000 shares to 100,000,000 shares and that the
Company's Restated Certificate of Incorporation be amended to reflect said
increase.
RESOLVED FURTHER, that appropriate officers of the Company be, and the same
are, hereby resolved, empowered and directed in the name on behalf of the
Company to take such action and execute such documents as may be deemed
necessary or desirable to carry out the intent and purpose of the foregoing
resolution."
-8-
<PAGE>
RECOMMENDATION OF THE BOARD
The Board of Directors recommends a vote "FOR" the proposal to amend the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 20,000,000 to 100,000,000. 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.
Unless a contrary choice is specified, proxies solicited by the Board of
Directors will be voted FOR approval of such increase.
PROPOSAL TO AMEND THE
1995 INCENTIVE AND
NON-STATUTORY STOCK OPTION PLAN
The Company maintains a stock option plan, the 1995 Incentive and Non-
Statutory Stock Option Plan (the "Plan") under which incentive and non-qualified
options may be granted to employees, directors and certain key affiliates.
Under the Plan, options may be granted at not less than the fair market value on
the date of grant. Options may be subject to a vesting schedule and expire ten
years after grant.
The 1995 Plan originally reserved 750,000 shares of the Company's Common
Stock for issuance thereunder. Due to the limited number of authorized shares
of Common Stock available to the Company, on October 9, 1996, the Board of
Directors decreased the number of shares reserved for issuance under the Plan to
450,000. As of November 19, 1996, 444,798 of the 450,000 options authorized are
outstanding. The Company has in the past utilized and wishes in the future to
utilize the Plan to attract, maintain and develop management by encouraging
ownership of the Company's Common Stock by key employees, directors and others.
Options under the Plan are either "incentive options" ("ISOs") under
Section 422A of the Internal Revenue Code of 1986, as amended, or "non-qualified
stock options" ("NQOs") which are not intended to so qualify.
On October 31, 1996, the Board of Directors approved and recommends to the
shareholders that they approve a proposal to amend the Company's Plan to
increase the number of shares of Common Stock available for grant under the Plan
from 450,000 to 1,000,000, an increase of 550,000 shares of Common Stock. The
proposed amendment will cause Section 3.1 of the Plan to be replaced with the
following revised Section 3.1:
3.1 Shares Subject to Plan. The stock subject to the options granted
----------------------
under the Plan shall be shares of the Company's authorized but unissued
common stock, par value $.01 per share ("Common Stock"). The total number
of shares that may be issued pursuant to options granted under the Plan
shall not exceed 1,000,000 shares of Common Stock.
-9-
<PAGE>
The proposed amendment to the Plan will be adopted upon receiving the
affirmative vote of holders of a majority of the shares present or represented
by proxy at the Meeting. Proxies will be voted in accordance with the
specifications marked thereon and, if no specification is made, will be voted
"FOR" adoption of the proposed amendment to the Plan. Prior to the Meeting,
there are not sufficient authorized shares to reserve 1,000,000 shares for the
Plan, and consequently, if the proposal to increase the authorized number of
shares of Common Stock of the Company from 20,000,000 to 100,000,000 is not
adopted, the proposal to amend the Plan will be withdrawn.
Except for such amendment, if approved by holders of a majority of the
shares present in person or represented by proxy at the Meeting, the Plan will
remain unchanged. The following is a summary of the provisions of the Plan.
This summary is qualified in its entirety by reference to the Plan, a copy of
which may be obtained from the Company.
SUMMARY DESCRIPTION OF THE STOCK OPTION PLAN
The Plan is administered by the Board of Directors of the Company and the
Stock Option Committee (the "Committee") appointed by the Board of Directors.
Upon the recommendation of the Committee, the Board is authorized to grant
incentive stock options to officers and other key executive and management
employees of the Company. The current members of the Committee appointed by the
Board of Directors are Donald S. Dewsnap and Richard E. Ingram. The Committee
establishes rules and regulations for the operation of the Plan, selects persons
to receive options, determines the option price for shares subject to each
option, and determines the number of shares subject to grants.
If there is a stock split, stock dividend, or other relevant change
affecting the Company's shares, appropriate adjustments would be made in the
number of shares that could be issued in the future and in the number of shares
and price under all outstanding grants made before the event. Future options
may also cover such shares as may cease to be under option by reason of total or
partial expiration, termination or voluntary surrender of an option.
The aggregate fair market value (determined at the time an option is
granted) of the Common Stock with respect to which ISOs are exercisable for the
first time by any person during any calendar year under the Plan shall not
exceed $100,000.
The vesting period for options granted under the Plan are set forth in an
option agreement entered into with the optionee. ISOs granted to an optionee
terminate 90 days after retirement. In the event of death or disability, all
vested options expire 180 days from the date of death or termination of
employment due to disability.
Unless otherwise provided in any option, each outstanding option shall
become immediately fully exercisable in the event of: (i) a change of control of
the Company, (ii) a merger, consolidation, reorganization or dissolution in
which the Company does not survive, or (iii) the sale, release, exchange or
disposition of substantially all the property and assets of the Company.
-10-
<PAGE>
STOCK OPTIONS
The Board of Directors and the Committee may grant options qualifying as
ISOs under the Internal Revenue Code of 1986, as amended, or as NQOs. The
Committee determines the duration of each option; however, the term of an option
cannot exceed ten (10) years from the date of grant and cannot exceed five (5)
years in the case of a greater than 10% shareholder. The option price for an
ISO is the fair market value of a share of the Company's Common Stock on the
date of grant, whereas the option price for an NQO may be more or less than the
fair market value on the date of grant. The grantee can pay the option price in
cash, or if permitted, by delivering to the Company shares of Common Stock owned
by the grantee that have a fair market value equal to the option price. Shares
cannot be issued or transferred upon the exercise of an option until the option
price is paid in full.
Information as to the amount of options received during the last fiscal
year by the executive officers of the Company with an annual compensation
greater than $100,000 is set forth under "Options Granted in Last Fiscal Year"
appearing on page 6. In addition to those options, during the last fiscal year
ended December 3, 1995, the Company granted options to purchase 315,000 shares
of Common Stock to employees of the Company. No options were granted to non-
employees of the Company. As of the date of this Proxy Statement, neither the
Committee nor the Board of Directors has approved any awards of options under
the Plan in excess of the number of shares currently available for issuance
under the Plan. Neither the number nor value of future option awards to be
received by or allocated to particular participants or groups of participants is
presently determinable.
At October 31, 1996, the market value per share of Common Stock was $29.75.
FEDERAL INCOME TAX CONSEQUENCES
The holder of an ISO does not realize taxable income upon the grant or upon
the exercise of the option (although the option spread is an item of tax
preference income potentially subject to the alternative minimum tax). If the
stock acquired upon exercise of the option is sold or otherwise disposed of
within two years from the option grant date or within one year from the exercise
date then, in general, gain realized on the sale is treated as ordinary income
to the extent of the option spread at the exercise date, and the Company
receives a corresponding deduction. Any remaining gain is treated as capital
gain. If the stock is held for at least two years from the grant date and one
year from the exercise date, then gain or loss realized upon the sale will be
capital gain or loss and the Company will not be entitled to a deduction. A
special basis adjustment applies to reduce the gain for alternative minimum tax
purposes.
An optionee does not realize taxable income upon the grant of an NQO if the
exercise price is equal to the fair market value. If the exercise price is less
than the fair market value, the optionee will realize income equal to the
difference between the exercise price and the fair market value. An optionee
who receives an NQO realizes income upon exercise of the NQO in an amount equal
to the difference between the exercise price and the market value on the date
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<PAGE>
of exercise. The Company is entitled to a deduction at the same time and in a
corresponding amount.
In general, if an optionee delivers previously-owned shares in payment of
the exercise price of an option, no gain or loss will be recognized on the
exchange of the previously-owned shares for an equivalent number of newly issued
shares. However, if the previously-owned shares delivered in payment of the
exercise price were acquired pursuant to the exercise of an ISO and if the
requisite option holding periods are not satisfied (see above), then the
optionee will realize ordinary income on the delivery of the previously-owned
shares as in the case of any other "early" disposition of option-acquired
shares.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends a vote "FOR" the proposal to amend the
Company's Stock Option Plan to increase the number of shares of Common Stock
available for grant from 450,000 to 1,000,000. The affirmative vote of the
holders of a majority of shares of Common Stock present in person or by proxy at
the Meeting, assuming a quorum is present, is necessary for approval. Unless a
contrary choice is specified, proxies solicited by the Board of Directors will
be voted FOR approval of such increase.
OTHER MATTERS
Management knows of no matter to be brought before the meeting which is not
referred to in the Notice of Meeting. If any other matters properly come before
the meeting, it is intended that the shares represented by proxy will be voted
with respect thereto in accordance with the judgment of the persons named
therein or their substitutes.
By Order of the Board of Directors
/s/ Ronald S. Goldstein
Ronald S. Goldstein
Secretary
November 20, 1996
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<PAGE>
APPENDIX
CHICAGO MINIATURE LAMP, INC.
1995 INCENTIVE AND NON-STATUTORY
STOCK OPTION PLAN
(AS AMENDED DECEMBER 17, 1996)
SECTION 1. PURPOSE
This 1995 Incentive and Non-Statutory Stock Option Plan (as amended
December 17, 1996) (the "Plan") is intended as a performance incentive for
officers and employees of CHICAGO MINIATURE LAMP, INC., an Oklahoma corporation
(the "Company"), or its Subsidiaries (as hereinafter defined) and for certain
other individuals providing services to or acting as directors of the Company or
its Subsidiaries, to enable the persons to whom options are granted (an
"Optionee" or "Optionees") to acquire or increase a proprietary interest in the
success of the Company. The Company intends that this purpose will be effected
by the granting of incentive stock options ("Incentive Options") as defined in
Section 422(b) of the Internal Revenue Code of 1986 (the "Code") and other stock
options ("Non-statutory Options") under the Plan.
SECTION 2. OPTIONS TO BE GRANTED AND ADMINISTRATION
2.1 Options to be Granted. Options granted under the Plan may be
---------------------
either Incentive Options or Non-statutory Options.
2.2 Administration by the Board. This Plan shall be administered by
---------------------------
the Board of Directors of the Company (the "Board"). The Board shall have full
and final authority to operate, manage and administer the Plan on behalf of the
Company. This authority includes, but is not limited to: (i) the power to
grant options conditionally or unconditionally; (ii) the power to prescribe the
form or forms of the instruments evidencing options granted under this Plan;
(iii) the power to interpret the Plan; (iv) the power to provide regulations for
the operation of the incentive features of the Plan, and otherwise to prescribe
regulations for interpretation, management and administration of the Plan; (v)
the power to delegate responsibility for Plan operation, management and
administration on such terms, consistent with the Plan, as the Board may
establish; (vi) the power to delegate to other persons the responsibility for
performing ministerial acts in furtherance of the Plan's purpose; and (vii) the
power to engage the services of persons or organizations in furtherance of the
Plan's purpose, including, but not limited to, banks, insurance companies,
brokerage firms and consultants.
In addition, as to each option, the Board shall have full and final
authority in its discretion: (i) to determine the number of shares subject to
each option; (ii) to determine the time or times at which options will be
granted; (iii) to determine the time or times when each option shall become
exercisable and the duration of the exercise period, which shall not exceed the
limitations specified in Section 5.1.1; and (iv) to determine the option price
for the shares subject to each option, which price shall be subject to the
applicable requirements, if any, of Section 5.1.4 hereof.
2.3 Appointment and Proceedings of Committee. The Board may appoint
----------------------------------------
a Stock Option Committee (the "Committee") which shall consist of at least two
members of the Board. The Board may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed,
and may fill vacancies, however caused, in the Committee. The Committee shall
select one of its members as its chairman and shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members shall
constitute a quorum, and all actions of the Committee shall be taken by a
majority of its members. Any action may be taken by a written
<PAGE>
instrument signed by all of the members, and any action so taken shall be as
fully effective as if it had been taken by a vote of a majority of the members
at a meeting duly called and held.
2.4 Powers of Committee. Subject to the provisions of this Plan and
-------------------
the approval of the Board, the Committee shall have the power to make
recommendations to the Board as to whom options should be granted, the number of
shares to be covered by each option, the time or times of option grants, and the
terms and conditions of each option. In addition, the Committee shall have
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, and to exercise the administrative and
ministerial powers of the Board with regard to aspects of the Plan other than
the granting of options. The interpretation and construction by the Committee
of any provisions of the Plan or of any option granted hereunder and the
exercise of any power delegated to it hereunder shall be final, unless otherwise
determined by the Board. No member of the Board or the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any option granted hereunder.
SECTION 3. STOCK
3.1 Shares Subject to Plan. The stock subject to the options granted
----------------------
under the Plan shall be shares of the Company's authorized but unissued common
stock, par value $.01 per share ("Common Stock"). The total number of shares
that may be issued pursuant to options granted under the Plan shall not exceed
an aggregate of 1,000,000 shares of Common Stock.
3.2 Lapsed or Unexercised Options. Whenever any outstanding option
-----------------------------
under the Plan expires, is cancelled or is otherwise terminated (other than by
exercise), the shares of Common Stock allocable to the unexercised portion of
such option shall be restored to the Plan and be available for the grant of
other options under the Plan.
SECTION 4. ELIGIBILITY
4.1 Eligible Optionees. Incentive Options may be granted only to
------------------
officers and other employees of the Company or its subsidiaries, including
members of the Board who are also employees of the Company or a subsidiary.
Non-statutory options may be granted to officers or other employees of the
Company or its subsidiaries, and to certain other individuals providing services
to the Company or its subsidiaries. Non-employee directors are not eligible to
participate in the Plan.
4.2 Limitations on 10% Stockholders. No Incentive Option shall be
-------------------------------
granted to an individual who, at the time the Incentive Option is granted, owns
(including ownership attributed pursuant to Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or any parent or Subsidiary of the Company (a "greater-than-10%
stockholder"), unless such Incentive Option provides that (i) the purchase price
per share shall not be less than 110% of the fair market value of the Common
Stock at the time such Incentive Option is granted, and (ii) that such Incentive
Option shall not be exercisable to any extent after the expiration of five years
from the date it is granted.
4.3 Limitation on Exercisable Options. The aggregate fair market
---------------------------------
value (determined at the time the Incentive Option is granted) of the Common
Stock with respect to which Incentive Options are exercisable for the first time
by any person during any calendar year under the Plan and under any
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<PAGE>
other option plan of the Company (or a parent or subsidiary as defined in
Section 424 of the Code) shall not exceed $100,000. Any option granted in
excess of the foregoing limitation shall be specifically designated as being a
Non-statutory Option.
SECTION 5. TERMS OF THE OPTION AGREEMENTS
5.1 Mandatory Terms. Each option agreement shall contain such
---------------
provisions as the Board or the Committee shall from time to time deem
appropriate, and shall include provisions relating to the method of exercise,
payment of exercise price, adjustments or changes in the Company's
capitalization and the effect of a merger, consolidation, liquidation, sale or
other disposition of or involving the Company. Option agreements need not be
identical, but each option agreement by appropriate language shall include the
substance of all of the following provisions:
5.1.1 Expiration. Notwithstanding any other provision of the Plan
----------
or of any option agreement, each option shall expire on the date specified in
the option agreement, which date shall not be later than the tenth anniversary
of the date on which the option was granted (fifth anniversary in the case of a
greater-than-10% stockholder).
5.1.2 Exercise. Each option shall be deemed exercised when (i)
--------
the Company has received written notice of such exercise in accordance with the
terms of the option, (ii) full payment of the aggregate option price of the
shares of Common Stock as to which the option is exercised has been made, and
(iii) arrangements that are satisfactory to the Board or the Committee in its
sole discretion have been made for the Optionee's payment to the Company of the
amount that is necessary for the Company or Subsidiary employing the Optionee to
withhold in accordance with applicable Federal or state tax withholding
requirements. Unless further limited by the Board or the Committee in any
option, the option price of any shares of Common Stock purchased shall be paid
in cash, by certified or official bank check, by money order, with shares of
Common Stock or by a combination of the above; provided further, however, that
the Board or the Committee in its sole discretion may accept a personal check in
full or partial payment of any shares of Common Stock. If the exercise price is
paid in whole or in part with shares, the value of the shares surrendered shall
be their fair market value on the date the option is exercised as determined in
accordance with Section 5.1.4 hereof. No Optionee shall be deemed to be a
holder of any shares of Common Stock subject to an option unless and until a
stock certificate or certificates for such shares of Common Stock are issued to
such person(s) under the terms of the Plan. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as expressly provided in
Section 6 hereof.
5.1.3 Events Causing Immediate Exercise. Unless otherwise
---------------------------------
provided in any option, each outstanding option shall become immediately fully
exercisable:
5.1.3.1 if there occurs any transaction (which shall include a
series of transactions occurring within 60 days or occurring pursuant to a
plan), that has the result that stockholders of the Company immediately before
such transaction cease to own at least 51 percent of the voting stock of the
Company or of any entity that results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any other form of
corporate transaction;
5.1.3.2 if the stockholders of the Company shall approve a plan of
merger, consolidation, reorganization, liquidation or dissolution in which the
Company does not survive
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<PAGE>
(unless the approved merger, consolidation, reorganization, liquidation or
dissolution is subsequently abandoned); or
5.1.3.3 if the stockholders of the Company shall approve a plan for
the sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Company (unless such plan is subsequently abandoned).
The Board or the Committee may in its sole discretion accelerate the
date on which any option may be exercised and may accelerate the vesting of any
shares of Common Stock subject to any option or previously acquired by the
exercise of any option.
5.1.4 Purchase Price. The purchase price per share of the Common
--------------
Stock under each Incentive Option shall be not less than the fair market value
of the Common Stock on the date the option is granted (110% of the fair market
value in the case of a greater-than-10% stockholder). The price at which shares
may be purchased pursuant to Non-statutory Options shall be specified by the
Board at the time the option is granted, and may be less than, equal to or
greater than the fair market value of the shares of Common Stock on the date
such Non-statutory Option is granted, but shall not be less than the par value
of shares of Common Stock.
For the purpose of the Plan, the "fair market value" per share of
Common Stock on any date of reference shall be the Closing Price of the Common
Stock of the Company which is referred to in clause (i), (ii) or (iii) below, on
the business day immediately preceding such date, or if not referred to in
clause (i), (ii) or (iii) below, "fair market value" per share of Common Stock
shall be such value as shall be determined by the Board or the Committee, unless
the Board or the Committee in its sole discretion shall determine otherwise in a
fair and uniform manner. For this purpose, the Closing Price of the Common
Stock on any business day shall be (i) if the Common Stock is listed or admitted
for trading on any United States national securities exchange, or if actual
transactions are otherwise reported on a consolidated transaction reporting
system, the last reported sale price of Common Stock on such exchange or
reporting system, as reported in any newspaper of general circulation, (ii) if
the Common Stock is quoted on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or any similar system of automated
dissemination of quotations of securities prices in common use, the mean between
the closing high bid and low asked quotations for such day of Common Stock on
such system, or (iii) if neither clause (i) or (ii) is applicable, the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for Common Stock on at least
five of the ten preceding days.
5.1.5 Transferability of Options. Incentive Options granted under
--------------------------
the Plan and the rights and privileges conferred thereby may not be transferred,
assigned, pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will or by applicable laws of descent and distribution,
and shall not be subject to execution, attachment or similar process. Upon any
attempt so to transfer, assign, pledge, hypothecate or otherwise dispose of any
Incentive Option under the Plan or any right or privilege conferred hereby,
contrary to the provisions of the Plan, or upon the sale or levy or any
attachment or similar process upon the rights and privileges conferred hereby,
such option shall thereupon terminate and become null and void. Non-statutory
Options shall be transferable to the extent provided in the option agreements
under which they are granted.
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<PAGE>
5.1.6 Termination of Employment or Death of Optionee. Except as may
----------------------------------------------
be otherwise expressly provided in the terms and conditions of the option
granted to an Optionee, options granted hereunder shall terminate on the earlier
to occur of:
5.1.6.1 the date of expiration thereof; or
5.1.6.2 other than the case of death of the Optionee or disability
of the Optionee within the meaning of Section 22(e)(3) of the Code
("disability"), (A) 90 days after termination of the employment between the
Company and the Optionee in the case of an Incentive Option, and (B) 90 days
after termination of the employment or other relationship between the Company
and the Optionee, unless such termination provision is waived by resolution
adopted by the Board within 30 days of the termination of such relationship, in
the case of a Non-statutory Option.
Except as may otherwise be expressly provided in the terms and
conditions of the option granted to an Optionee, in the event of the death of an
Optionee while in an employment or other relationship with the Company and
before the date of expiration of such option, such option shall terminate on the
earlier of such date of expiration or 180 days following the date of such death.
After the death of the Optionee, his executors, administrators or any person or
persons to whom his option may be transferred by will or by laws of descent and
distribution, shall have the right, at any time prior to such time of
termination, to exercise the option to the extent the Optionee was entitled to
exercise such option immediately prior to his death.
Except as may otherwise be expressly provided in the terms and
conditions of the option granted to an Optionee, if an Optionee's employment or
other relationship with the Company terminates because of a disability, the
Optionee's option shall terminate on the earlier of the date of expiration
thereof or 180 days following the termination of such relationship; and unless
by its terms it sooner terminates and expires during such 180 day period, the
Optionee may exercise that portion of his or her option which is exercisable at
the time of termination of such relationship.
An employment relationship between the Company and the Optionee shall
be deemed to exist during any period during which the Optionee is employed by
the Company or by any Subsidiary. Whether authorized leave of absence or
absence on military government service shall constitute termination of the
employment relationship between the Company and the Optionee shall be determined
by the Board at the time thereof.
5.1.7 Rights of Optionees. No Optionee shall be deemed for any
-------------------
purpose to be the owner of any shares of Common Stock subject to any option
unless and until (i) the option shall have been exercised pursuant to the terms
thereof, (ii) the Company shall have issued and delivered the shares of the
Optionee, and (iii) the Optionee's name shall have been entered as a stockholder
of record on the books of the Company. Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of
Common Stock.
5.2 Certain Optional Terms. The Board may in its discretion provide,
----------------------
upon the grant of any option hereunder, that the Company shall have an option to
repurchase all or any number of shares purchased upon exercise of such option.
The repurchase price per share payable by the Company shall be such amount or be
determined by such formula as is fixed by the Board at the time the option for
the shares subject to repurchase was granted. The Board may also provide that
the Company shall have a right of first refusal with respect to the transfer or
proposed transfer of any shares purchased upon
-5-
<PAGE>
exercise of an option granted hereunder. In the event the Board shall grant
options subject to the Company's repurchase rights or rights of first refusal,
the certificate or certificates representing the shares purchased pursuant to
such option shall carry a legend satisfactory to counsel for the Company
referring to the Company's repurchase option.
SECTION 6. ADJUSTMENT OF SHARES OF COMMON STOCK
6.1 Increase or Decrease of Outstanding Shares. If at any time while
------------------------------------------
the Plan is in effect or unexercised options are outstanding, there shall be any
increase or decrease in the number of issued and outstanding shares of Common
Stock through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or exchange of
shares of Common Stock, then and in such event (i) appropriate adjustment shall
be made in the maximum number of shares of Common Stock available for grant
under the Plan, so that the same percentage of the Company's issued and
outstanding shares of Common Stock shall continue to be subject to being so
optioned, and (ii) appropriate adjustment shall be made in the number of shares
and the exercise price per share of Common Stock thereof then subject to any
outstanding option, so that the percentage of the Company's issued and
outstanding shares of Capital Stock shall remain subject to purchase at the same
aggregate exercise price.
6.2 Discretionary Adjustment. Subject to the specific terms of any
------------------------
option, the Board or the Committee may change the terms of options outstanding
under this Plan, with respect to the option price or the number of shares of
Common Stock subject to the options, or both, when, in the sole discretion of
the Board or the Committee, such adjustments become appropriate by reason of a
corporate transaction described in Section 5.1.3 hereof.
6.3 Conversion of Shares. Except as otherwise expressly provided
--------------------
herein, the issuance by the Company of shares of its capital stock of any class,
or securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of or
exercise of shares of Common Stock then subject to outstanding options granted
under the Plan.
6.4 General. Without limiting the generality of the foregoing, the
-------
existence of outstanding options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities,
or preferred or preference stock that would rank above the shares subject to
outstanding options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
SECTION 7. AMENDMENT OF THE PLAN
The Board may amend the Plan at any time, and from time to time,
subject to the limitation that no amendment shall be effective unless approved
by the stockholders of the Company in accordance with applicable law and
regulations at an annual or special meeting held within 12 months before or
after the date of adoption of such amendment, in any instance in which such
amendment would: (i) increase the number of shares of Common Stock as to which
options may be granted under the Plan;
-6-
<PAGE>
or (ii) change in substance the provisions of Section 4 hereof relating to
eligibility to participate in the Plan.
Rights and obligations under any option granted before any amendment
of the Plan shall not be altered or impaired by such amendment, except with the
consent of the Optionee.
SECTION 8. NON-EXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board nor the approval of the
Plan by the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock
options otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.
SECTION 9. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
The obligation of the Company to sell and deliver shares of Common
Stock with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by government
agencies as may be deemed necessary or appropriate by the Board or the
Committee. All shares sold under the Plan shall bear appropriate legends. The
Plan shall be governed by and construed in accordance with the laws of the State
of Oklahoma.
SECTION 10. EFFECTIVE DATE OF THE PLAN
The effective date of the Plan is January 25, 1995, the date on which
it was approved by the Board and by the stockholders of the Company. No option
may be granted under the Plan after the tenth anniversary of such effective
date.
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<PAGE>
Proxy Card Front
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. TO CONSIDER and act upon a proposal to amend the Certificate of
Incorporation of the Company to increase the authorized number of
shares of Common Stock of the Company from 20,000,000 to 100,000,000
FOR AGAINST ABSTAIN
[_] [_] [_]
SIGNATURE ______________________________________ DATE ___________________
2. TO CONSIDER and act upon a proposal to amend the Company's 1995
Incentive and Non-Statutory Stock Option Plan to increase the number
of shares issuable pursuant to the exercise of options granted under
said plan from 450,000 to 1,000,000 shares of Common Stock of the
Company.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. TO TRANSACT such other business as may properly come before the
meeting or any postponement or adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREBY BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE PROPOSALS SET FORTH ABOVE.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE ______________________________________ DATE ___________________
Note: Please sign exactly as name appears above. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator or trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized persons.
<PAGE>
Proxy Card Back
CHICAGO MINIATURE LAMP, INC.
THIS POXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Frank M. Ward or Ronald S. Goldstein, as
Proxy for the undersigned, to vote all shares of Common Stock of the undersigned
in Chicago Miniature Lamp, Inc. with all the powers that the undersigned would
have if personally present, at the Special Meeting of Shareholders of Chicago
Miniature Lamp, Inc. to be held at the offices of CML Fiberoptics, Inc., 45
Bartlett Street, Marlborough, Massachusetts on December 17, 1996, at 11:00 a.m.,
local time, and at any postponement or adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
