<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[X] Definitive proxy statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) OR Rule 14a-12
</TABLE>
SPEEDFAM-IPEC, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing proxy statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
SPEEDFAM-IPEC, INC.
305 NORTH 54TH STREET
CHANDLER, ARIZONA 85226
------------------------
NOTICE AND PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 15, 1999
------------------------
The annual meeting of shareholders of SpeedFam-IPEC, Inc., an Illinois
corporation, will be held at the company's corporate headquarters, 305 North
54th Street, Chandler, Arizona 85226 on Friday, October 15, 1999, at 11:00 a.m.,
local time, for the following purposes as described in the attached proxy
statement:
1. To elect a board of nine directors;
2. To amend the 1995 Stock Plan for Employees and Directors of
SpeedFam-IPEC, Inc. to increase the initial automatic option grant to
eligible directors from an option to purchase 5,000 shares of
SpeedFam-IPEC, Inc. common stock to an option to purchase 15,000 shares;
and
3. To transact such other business as may properly come before the
annual meeting or any adjournment thereof.
Shareholders of record of the company at the close of business on September
1, 1999, will be entitled to notice of and to vote at the meeting. A copy of the
company's 1999 annual report, which includes audited financial statements, is
enclosed. The officers and directors of the company cordially invite you to
attend the annual meeting.
By Order of the Board of Directors,
/s/ Richard J. Faubert
Richard J. Faubert
President and Chief Executive Officer
September 14, 1999
IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE.
<PAGE> 3
SPEEDFAM-IPEC, INC.
305 NORTH 54TH STREET
CHANDLER, ARIZONA 85226
------------------------
PROXY STATEMENT
------------------------
This proxy statement is furnished to the shareholders of SpeedFam-IPEC,
Inc. in connection with the solicitation by the Board of Directors of the
company of proxies for use at the company's annual meeting of shareholders to be
held on October 15, 1999.
Any shareholder giving a proxy will have the right to revoke it at any time
prior to the time it is voted. A proxy may be revoked by written notice to the
company, execution of a subsequent proxy or attendance at the annual meeting and
voting in person. Attendance at the meeting will not automatically revoke the
proxy. All shares represented by effective proxies will be voted at the meeting
or at any adjournment thereof.
The cost of soliciting proxies will be borne by the company. In addition to
solicitation by mail, officers and employees of the company may solicit proxies
by telephone or in person. The company may also reimburse brokers, banks,
nominees, and other fiduciaries for postage and reasonable clerical expenses of
forwarding the proxy material to their principals who are beneficial owners of
the common stock.
This proxy statement and form of proxy were first mailed to shareholders on
or about September 14, 1999.
VOTING
Shareholders of record on the books of the company at the close of business
on September 1, 1999, will be entitled to notice of and to vote at the meeting.
A list of the shareholders entitled to vote at the meeting will be open to the
examination of any shareholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting
at the company's corporate headquarters, 305 North 54th Street, Chandler,
Arizona 85226. On September 1, 1999, 29,417,846 shares of common stock were
issued and outstanding. Each outstanding share of common stock entitles the
holder to one vote on each matter submitted to a vote at the meeting.
The shares represented by proxies will be voted as directed in the proxies.
In the absence of specific direction, the shares represented by proxies will be
voted FOR the election of all of the nominees as directors of the company and
FOR the proposal to amend the 1995 Stock Plan. In the event any nominee for
director shall be unable to serve, which is not now contemplated, the shares
represented by proxies may be voted for a substitute nominee. If any matters are
to be presented at the annual meeting other than the matters referred to in this
proxy statement, the shares represented by proxies will be voted in the
discretion of the proxy holders.
The company's bylaws provide that a majority of all of the shares of common
stock entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the meeting. Votes for
and against, abstentions and "broker non-votes" will each be counted as present
for purposes of determining the presence of a quorum. To determine whether a
specific proposal has received sufficient votes to be passed, for shares deemed
present, an abstention and a broker non-vote will have the same effect as a vote
"against" the proposal. The nine nominees for director who receive the most
votes will be elected. With respect to the proposal to amend the 1995 Stock
Plan, the affirmative vote of the holders of a majority of the shares of the
company's common stock present or represented and voting at the annual meeting
will be required to approve such proposal.
<PAGE> 4
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Directors are to be elected at the annual meeting to serve terms of one
year or until their respective successors have been elected. The nominees for
director, all of whom are now serving as directors of the company, are listed
below together with certain biographical information. Certain of the following
directors were appointed directors of the company upon the consummation of the
merger of SpeedFam International, Inc. and Integrated Process Equipment Corp.,
or IPEC. The merger was consummated on April 6, 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
NOMINEES LISTED BELOW AS DIRECTORS.
James N. Farley (70) has been a director of the company since 1961. He
currently serves as Co-Chairman of the Board, a position he has held since April
1999. He was appointed Chairman and Chief Executive Officer by the Board of
Directors in 1993 and served in both capacities until May 1997. Mr. Farley had
been President of the company from 1967 to 1993. Prior to that, he was Vice
President of Sales and had served as Business Manager since 1960. Mr. Farley
also serves on the Board of Directors of three privately-held companies.
Sanjeev R. Chitre (45) was named Co-Chairman of the Board and director of
the company in April 1999. Mr. Chitre has been the Chief Executive Officer of
AvantCom Network, Inc., a provider of Internet-based electronic commerce
solutions to capital-intensive industries, since January 1999. Previously, he
founded IPEC and was its Chairman of the Board from 1989 to April 1999. He was
IPEC's Chief Executive Officer from October 1989 to August 1997. Mr. Chitre was
Vice President of marketing and sales of Superwave Technology, Inc., a
manufacturer of automated in-line systems for the semiconductor industry, from
1984 through 1989.
Richard J. Faubert (52) has been a director of the company since 1998. Mr.
Faubert has served as its President and Chief Executive Officer since October
1998. He joined the company after seven years with Tektronix, Inc., where, from
1994 until 1998, he served as Vice President and General Manager of the TV/Comm
Business Unit. Mr. Faubert also serves on the Board of Directors of RadiSys
Corporation, a public company subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
SEMI/SEMATECH, a nonprofit consortium whose members are suppliers to the global
semiconductor manufacturing industry.
Makoto Kouzuma (60) has been a director of the company since 1982. He was
appointed Chief Executive Officer by the Board of Directors in May 1997 and
served in that capacity until October 1998. In 1993, Mr. Kouzuma was named
President and Chief Operating Officer of the company and served in both
capacities until October 1998. He was Executive Vice President of the company
and had the additional post of President of SpeedFam Corporation from 1990 to
1993. He is also Executive Vice President and General Manager of SpeedFam Co.,
Ltd., the company's joint venture in the Far East (the "Far East Joint
Venture"). Mr. Kouzuma is currently responsible for the day to day operations of
the Far East Joint Venture, and has been since 1971. Mr. Kouzuma joined the
company in 1969 to open a Japanese liaison office.
Neil R. Bonke (57) has been a director since 1996. He has been a director
of Electroglas, Inc., a capital equipment supplier to the semiconductor device
market and a public company subject to the reporting requirements of the
Exchange Act, since April 1993. Mr. Bonke was the Chairman of the Board of
Electroglas, Inc. from April 1993 to July 1997 and its Chief Executive Officer
from April 1993 until April 1996. He also serves on the Board of Directors of
Sanmina Corp. and FSI International Inc. Electroglas, Inc., Sanmina Corp. and
FSI International Inc., each a public company, are subject to the reporting
requirements of the Exchange Act. Mr. Bonke was a Group Vice President of
General Signal and President of General Signal's Semiconductor Equipment
Operations from September 1991 to July 1993.
Richard S. Hill (47) has been a director of the company since 1997. He has
been the Chief Executive Officer and a director of Novellus Systems, Inc., a
capital equipment supplier to the semiconductor device market and a public
company subject to the reporting requirements of the Exchange Act, since 1993.
In
2
<PAGE> 5
May 1996, he was named Chairman of the Board of Novellus Systems, Inc. From 1981
to August 1993, Mr. Hill was employed by Tektronix, Inc., an electronics
company, where he held positions as President of the Tektronix Development
company, Vice President of the Test & Measurement Group, and President of
Tektronix Components Corporation.
Roger D. McDaniel (60) was named a director of the company in April 1999.
Mr. McDaniel was President and Chief Executive Officer of IPEC from 1997 to
April 1999. He was a Director of IPEC from August 1996 to April 1999. From 1989
to August 1996, Mr. McDaniel was the Chief Executive Officer of MEMC, a silicon
wafer producer, and he served as a director of MEMC from April 1989 to March
1997. Mr. McDaniel is a director of Veeco Instruments, Inc. He is a director and
past Chairman of the Semiconductor Equipment and Materials Institute ("SEMI"),
an international industry association of material and equipment manufacturers
which serves the semiconductor industry.
William J. Freschi (59) was named a director of the company in April 1999.
Mr. Freschi was a Director of IPEC from September 1992 to April 1999. Mr.
Freschi is Chairman of the Board of TransData International, Inc. and Managing
Partner of J&B Ventures. Previously, he was a principal of the investment
banking firm of BT Alex. Brown Incorporated. Mr. Freschi was founder and Chief
Executive Officer of TCMS, a data processing services company sold to Chase
Manhattan Bank, and a certified public accountant with the consulting division
of KPMG LLP.
Kenneth Levy (57) was named a director of the company in April 1999. Mr.
Levy was a director of IPEC from May 1995 to April 1999. He has been Chief
Executive Officer of KLA-Tencor Corporation, a semiconductor manufacturing
instrumentation company and a public company subject the reporting requirements
of the Exchange Act, since July 1998. He also serves on its Board of Directors.
From April 1997 to July 1998, Mr. Levy served as Chairman of the Board of
Directors of KLA Instruments Corporation. From 1974 to April 1997, Mr. Levy
served as the Chief Executive Officer of KLA Instruments Corporation. Mr. Levy
is a director of Ultratech Stepper, Inc., a company subject to the reporting
requirements of the Exchange Act. Mr. Levy also serves as a director emeritus of
SEMI.
ADDITIONAL INFORMATION CONCERNING BOARD OF DIRECTORS
The Board of Directors currently consists of nine persons. The company's
non-employee directors each receive an annual retainer of $11,000, plus a fee of
$1,000 for each Board meeting and $500 for each committee meeting they attend.
In addition, each non-employee director annually receives an option to purchase
5,000 shares of common stock pursuant to the 1995 Stock Plan. As described in
the disclosure set forth under "Proposal No. 2," the company is requesting that
shareholders approve an amendment to the 1995 Stock Plan increasing the initial
grant to 15,000 shares. Ongoing annual automatic grants will not change from an
annual option of 5,000 shares to each non-employee director. All directors are
reimbursed for expenses incurred in connection with attending Board and
committee meetings.
The compensation committee consists of Messrs. Bonke, Hill and Levy, with
Mr. Bonke serving as chairman of the committee. The duties of the compensation
committee are to provide a general review of the company's compensation and
benefit plans to ensure that they meet corporate objectives. The compensation
committee (i) determines compensation for all officers of the company, (ii)
grants awards to officers under the company's compensation and benefit plans and
(iii) adopts major company compensation policies and practices. The compensation
committee met 5 times during fiscal 1999.
The audit committee currently consists of Messrs. Bonke, Freschi and
McDaniel, with Mr. McDaniel serving as chairman of the committee. The audit
committee makes recommendations to the Board of Directors regarding the
selection of independent auditors and reviews the independence of such auditors,
approves the scope of the annual audit activities of the independent auditors,
approves the audit fees payable to the independent auditors and reviews audit
results. The audit committee met 2 times during fiscal 1999.
The Board of Directors held 7 meetings during fiscal 1999. All of the
directors attended at least 75% of the meetings of the Board of Directors and
the committees on which they served for the period during which each served as a
director.
3
<PAGE> 6
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Farley and Kouzuma are entitled to certain amounts from the Far
East Joint Venture consisting of salaries, directors' fees and bonuses, as well
as dividends on their individual holdings of stock in certain of the joint
venture's subsidiaries. All amounts payable to Mr. Farley from the Far East
Joint Venture are paid directly to the company. During the Far East Joint
Venture's fiscal years ended April 30, 1999, 1998 and 1997, such payments
totaled approximately Y17.7 million ($139,093), Y19.5 million ($157,279) and
Y20.4 million ($177,352) respectively.
Pursuant to an agreement with the Far East Joint Venture, effective as of
June 1, 1998, the company is solely responsible for compensating Mr. Kouzuma. In
lieu of director's fees, salary and bonus paid directly to Mr. Kouzuma for
services rendered with respect to the Far East Joint Venture, the Far East Joint
Venture pays an annual amount directly to the company for the use of Mr.
Kouzuma's services. For the Far East Joint Venture's fiscal year ended April 30,
1999, Mr. Kouzuma was compensated by the company as described under
"Compensation of Executive Officers." The Far East Joint Venture paid $237,675
to the company for the use of Mr. Kouzuma's services in fiscal 1999. During the
Far East Joint Venture's fiscal year ended April 30, 1998 and 1997, Mr. Kouzuma
received an aggregate of approximately Y40.6 million ($326,904) and Y42.1
million ($365,651), respectively, directly from the Far East Joint Venture.
Both Messrs. Farley and Kouzuma serve as directors of the Far East Joint
Venture. In addition, both serve as directors of SpeedFam-IPEC Clean Systems
Co., Ltd., a majority owned subsidiary of the joint venture. Mr. Kouzuma also
serves as President of SpeedFam-IPEC Clean Systems Co., Ltd. In addition, each
of Messrs. Farley and Kouzuma own 5% of the outstanding capital stock of
SpeedFam-IPEC Clean Systems Co., Ltd. Messrs. Farley and Kouzuma also serve as
directors of Met-Coil Ltd., the joint venture's 50%-owned joint venture. Mr.
Kouzuma owns 10.62% of the outstanding capital stock of Saku Seiki Co., Ltd., a
majority owned subsidiary of the Far East Joint Venture, and serves as a
director of Saku Seiki Co., Ltd. Messrs. Farley and Kouzuma also serve as
directors of several wholly owned subsidiaries of the Far East Joint Venture,
namely SpeedFam-IPEC Korea Ltd., SpeedFam-IPEC Taiwan Limited, SpeedFam-IPEC
India (Pvt.) Ltd. and SpeedFam-IPEC (S.E.A.) Pte. Ltd. in Singapore.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the company's
directors and officers to file reports of ownership and changes in ownership of
the company's common stock with the Securities and Exchange Commission. The
company is required to disclose in this proxy statement any late filings of
those reports made by its directors and executive officers in fiscal 1999. Under
the Section 16(a) rules and subject to certain exceptions, directors and
executive officers are required to file a Form 4 on or before the tenth day
after the end of the month in which a change in beneficial ownership has
occurred. None of the company's directors or executive officers were delinquent
in their filing of reports during fiscal 1999.
OWNERSHIP OF SPEEDFAM-IPEC, INC. COMMON STOCK
The following table sets forth certain information known to the company
with respect to beneficial ownership of the company's common stock as of
September 1, 1999 by (i) each shareholder who is known by the company to own
beneficially more than 5% of the common stock, (ii) each of the company's
directors, (iii) each named executive officer (as defined herein) and (iv) all
directors and executive officers of the company as a group. Except as otherwise
indicated, the company believes that the beneficial owners of the common stock
listed below, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to community
property laws where applicable. Information with respect to Capital Guardian
Trust Company, FMR Corporation, ESQF Advisors, Inc. and State of Wisconsin
Investment Board is based solely on each such entity's respective public filings
made with the Securities and Exchange Commission.
4
<PAGE> 7
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
--------------------
NAME AND ADDRESS NUMBER PERCENT
- ---------------- --------- -------
<S> <C> <C>
Capital Guardian Trust Company.............................. 2,056,627 7.0%
333 South Hope Street
Los Angeles, California 90071
FMR Corporation............................................. 1,859,260 6.3%
82 Devonshire Street
Boston, Massachusetts 02109
EQSF Advisors, Inc.......................................... 1,840,300 6.3%
767 Third Avenue
New York, New York 10017
State of Wisconsin Investment Board......................... 1,612,140 5.5%
121 East Wilson Street
Madison, Wisconsin 53707
James N. Farley(1).......................................... 1,812,602 6.1%
Makoto Kouzuma(2)........................................... 802,677 2.7%
Sanjeev R. Chitre(3)........................................ 647,875 2.2%
Richard J. Faubert(4)....................................... 65,000 *
Ralph D. Hartung(5)......................................... 15,620 *
Roger K. Marach(6).......................................... 119,856 *
Robert R. Smith(7).......................................... 110,493 *
Neil R. Bonke(8)............................................ 10,500 *
Richard S. Hill(9).......................................... 3,036 *
Roger D. McDaniel(10)....................................... 376,300 1.3%
William J. Freschi(11)...................................... 91,577 *
Kenneth Levy(12)............................................ 47,037 *
All directors and executive officers as a group (12
persons)(13).............................................. 3,982,717 13.0%
</TABLE>
- ---------------
* Less than one percent.
(1) All shares directly owned by Mr. Farley are held in the James N. Farley
Trust, of which Mr. Farley acts as sole trustee. Includes 627,070 shares
beneficially owned by Mr. Farley's spouse. Excludes (i) 740,480 shares held
in the Makoto Kouzuma Trust, a revocable trust, of which Mr. Farley serves
as co-trustee, and (ii) 121,380 shares owned by the SpeedFam-IPEC, Inc.
Employees Profit Sharing Trust, of which Mr. Farley acts as co-trustee. Mr.
Farley disclaims beneficial ownership of shares referred to in (i) and (ii)
above. Also excludes 99,720 shares held by the James N. and Nancy J. Farley
Foundation.
(2) Of such shares, 740,480 are held in the Makoto Kouzuma Trust, a revocable
trust. Mr. Farley acts as co-trustee of such trust and shares voting and
dispositive power over shares held in the trust with the other co-trustee.
The Makoto Kouzuma Trust may be voluntarily terminated by Mr. Kouzuma at
any time. Includes 62,197 shares subject to issuance to Mr. Kouzuma upon
the exercise of certain stock options.
(3) All such shares are subject to issuance to Mr. Chitre upon the exercise of
certain stock options. Excludes 106,764 shares held by the Avantika Sanjeev
Chitre Irrevocable Trust. Neither Mr. Chitre nor his wife has a beneficial
interest in such shares. Bruce W. McRoy, the trustee, holds sole voting and
investment power in the shares. The beneficiary of the trust is Mr.
Chitre's daughter.
(4) Includes 60,000 shares subject to issuance to Mr. Faubert upon the exercise
of certain stock options.
(5) All such shares are subject to issuance to Mr. Hartung upon the exercise of
certain stock options.
(6) Excludes 121,380 shares owned by the SpeedFam-IPEC, Inc. Employees Profit
Sharing Trust of which Mr. Marach serves as co-trustee. Mr. Marach
disclaims beneficial ownership of such shares. Includes
5
<PAGE> 8
70,914 shares subject to issuance to Mr. Marach upon the exercise of
certain stock options. Mr. Marach resigned from the company effective July
31, 1999.
(7) Includes 11,120 shares beneficially owned by Mr. Smith's spouse. Also
includes 66,342 shares subject to issuance to Mr. Smith upon the exercise
of certain stock options.
(8) Includes 6,000 shares subject to issuance to Mr. Bonke upon the exercise of
certain stock options.
(9) Includes 3,000 shares subject to issuance to Mr. Hill upon the exercise of
certain stock options.
(10) Includes 340,800 shares subject to issuance to Mr. McDaniel upon the
exercise of certain stock options.
(11) Includes 85,200 shares subject to issuance to Mr. Freschi upon the exercise
of certain stock options.
(12) All such shares are subject to issuance to Mr. Levy upon the exercise of
certain stock options.
(13) Mr. J. Michael Dodson, appointed chief financial officer of the company,
effective August 9, 1999, does not own any shares of the company.
6
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table shows the compensation awarded or paid by the company
to the Co-Chairmen of the Board, the 2 individuals who served as Chief Executive
Officer at different times during fiscal year 1999, the Chief Financial Officer,
the Chief Operating Officer and the Managing Director of SpeedFam Limited (the
"named executive officers") of the company during the fiscal years ended May 31,
1999, 1998 and 1997:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
SECURITIES
UNDERLYING
FISCAL ANNUAL COMPENSATION OTHER ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (# SHARES) COMPENSATION(1)
- --------------------------- ------ -------- ------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
James N. Farley(2)........ 1999 $243,000 $ -- $13,754 -- $857,700
Current Co-Chairman 1998 278,500 167,100 13,754 -- 5,088
of the Board; 1997 250,000 162,500 13,754 -- 1,481
Former Chairman of the
Board (1993 -- April
1999)
Sanjeev R. Chitre(2)(3)... 1999 $379,820 $ 74,065 $ 9,000 42,600 $750,534
Co-Chairman of the 1998 383,088 71,667 -- -- --
Board 1997 385,592 67,000 -- -- --
Richard J. Faubert(4)..... 1999 $243,077 $250,000 -- 300,000 --
President and Chief
Executive Officer
Makoto Kouzuma(5)......... 1999 $590,489 $ -- $13,754 -- $ 5,352
Executive Vice 1998 368,400 128,940 13,754 40,000 3,770
President and General 1997 247,509 162,500 13,754 21,300 2,335
Manager of SpeedFam Co.,
Ltd.;
Former President and
Chief Executive Officer
(1997 -- October 1998)
Ralph D. Hartung(3)....... 1999 $208,534 $ 88,993 $ 5,200 31,240 $ 3,055
Chief Operating Officer
Roger K. Marach(6)........ 1999 $196,538 $ -- $ 6,838 -- $ 4,646
Treasurer and 1998 180,000 90,000 6,838 13,000 5,088
Chief Financial Officer 1997 154,615 97,500 6,838 9,300 2,134
Robert R. Smith........... 1999 $168,654 $ 82,461 $24,681 -- $ 1,193
Managing Director -- 1998 159,748 79,870 22,261 9,000 1,652
SpeedFam Limited 1997 155,592 51,984 24,128 5,100 1,681
</TABLE>
- ---------------
(1) Consists of the company's matching contribution to the company's 401(k) Plan
and, for fiscal 1999, 1998 and 1997, payments of life insurance premiums in
the following respective amounts: $240, $288 and $211 for Mr. Farley, $225,
$288 and $535 for Mr. Kouzuma, $210, $288 and $334 for Mr. Marach and
$1,193, $1,652 and $1,681 for Mr. Smith. For fiscal 1999 only, consists of
severance-related payments of $854,200 and $747,157 for Messrs. Farley and
Chitre, respectively.
(2) Effective June 1, 1999, Messrs. Farley and Chitre were no longer employees
of the company.
(3) Messrs. Chitre and Hartung became officers of the company in April 1999
following the SpeedFam-IPEC merger. Previously, Messrs. Chitre and Hartung
served as executive officers of IPEC. The compensation information set forth
in this proxy statement for Mr. Chitre reflects certain amounts which were
paid during the period prior to the merger when IPEC was an independent,
publicly traded company. Mr. Hartung began employment with IPEC in August
1998.
(4) Mr. Faubert began employment with the company in October 1998.
7
<PAGE> 10
(5) During the Far East Joint Venture's fiscal year ended April 30, 1998 and
1997, Mr. Kouzuma received an aggregate of approximately $326,904 and
$365,651, respectively, directly from the Far East Joint Venture. All
amounts in U.S. dollars above are based upon the average annual yen/dollar
exchange rate for the subject year. See "Certain Relationships."
(6) Mr. Marach resigned from the company effective July 31, 1999.
EMPLOYMENT/CONSULTING AGREEMENTS
Executive Officers. The company has entered into employment agreements
with Messrs. Faubert and Hartung. J. Michael Dodson, who was appointed chief
financial officer of the company effective August 9, 1999, also has entered into
an employment agreement with the company. The material terms of each of these
employment agreements is as follows:
The material terms of Mr. Faubert's agreement are as follows:
- initial term of employment as president and chief executive officer to
end on May 31, 2000, but with automatic 1-year extensions.
- base annual salary of $400,000, plus performance-based bonuses.
- options to purchase 300,000 shares of the common stock of the company
(exercise price = $9.50 per share).
- 2-year non-compete agreement after termination of the agreement.
- severance payment of 1 year salary, plus bonus, if terminated without
cause.
- change of control provision providing for 2 times base salary, plus
bonus, and immediate vesting of all options if terminated without cause
during 1-year period following change of control.
The material terms of Mr. Hartung's agreement are as follows:
- initial term of employment as chief operating officer and president of
the CMP Group to end on May 31, 2000, but with automatic 1-year
extensions.
- base annual salary of $300,000, plus performance-based bonuses.
- 2-year non-compete agreement after termination of the agreement.
- severance payment of 1 year salary, plus bonus, if terminated without
cause.
The material terms of Mr. Dodson's agreement are as follows:
- initial term of employment as chief financial office to end on May 31,
2000, but with automatic 1-year extensions.
- base annual salary of $200,000, plus performance-based bonuses.
- 2-year non-compete agreement after termination of the agreement.
- severance payment of 1 year salary, plus bonus, if terminated without
cause.
- change of control provision providing for 2 times base salary, plus
bonus, and immediate vesting of all options if terminated without cause
during 1-year period following change of control.
Directors. The company has entered into consulting agreements with Messrs.
Farley and Chitre, both non-employee directors.
The material terms of Mr. Farley's agreement are as follows:
- lump sum payment of $854,200 pursuant to the change of control provisions
of Mr. Farley's employment agreement, the term of which ended May 31,
1999. See "-- Summary Compensation Table."
8
<PAGE> 11
- initial term of consulting agreement to end on May 31, 2002, but with 2
automatic 1-year extensions.
- annual fee of $100,000 for consulting services.
The material terms of Mr. Chitre's agreement are as follows:
- lump sum payment of $614,157 in connection with a severance agreement.
See "-- Summary Compensation Table."
- assignation of title to company car and condominium to Mr. Chitre
(aggregate book value of approximately $143,431).
- Mr. Chitre will provide consulting services until May 31, 2000 with no
required payment of fees by the company for such services.
Severance Payments. In addition to the severance payments discussed above
with respect to Messrs. Farley and Chitre, Mr. Marach received a severance
payment of $600,000 in July 1999, payable in two installments, pursuant to the
change of control provisions of Mr. Marach's employment agreement, the term of
which ended May 31, 1999. Mr. Marach's resignation from the company was
effective July 31, 1999. See "-- Summary Compensation Table."
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth each grant of stock options made during the
fiscal year ended May 31, 1999 to those named executive officers who received
stock options. No stock appreciation rights were granted during such year to any
of the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL OPTIONS AT ASSUMED ANNUAL
SECURITIES GRANTED TO RATES OF APPRECIATION
UNDERLYING EMPLOYEES IN EXERCISE FOR OPTION TERM(6)
OPTIONS FISCAL PRICE EXPIRATION ---------------------------
NAME GRANTED(#) YEAR(4) ($/SH)(5) DATE 5% 10%
- ---- ---------- ------------- --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Sanjeev R. Chitre(1)......... 42,600 5.6% $13.56 08/06/09 $ 363,187 $ 920,386
Richard J. Faubert(2)........ 300,000 39.6% $ 9.50 10/08/08 $1,792,350 $4,542,166
Ralph D. Hartung(3).......... 31,240 4.1% $11.75 10/07/08 $ 230,848 $ 585,015
</TABLE>
- ---------------
(1) All such options become exercisable November 30, 2000. The term of the
options is ten years.
(2) Options become exercisable over a five-year period with 20% vesting annually
beginning May 31, 1999. The term of the options is ten years.
(3) Options become exercisable over a three-year period with 25% vesting
annually beginning October 6, 1998. The term of the options is ten years.
(4) Based on an aggregate of 758,086 options granted to directors, officers and
employees in fiscal 1999, including to any named executive officers.
(5) The exercise price per share of each option was equal to 100% of the fair
market value of the common stock on the date of grant, or August 6, 1998,
October 8, 1998 and October 7, 1998 for each of Messrs. Chitre, Faubert and
Hartung, respectively.
(6) The potential realizable value is calculated based on the term of the option
at its time of grant (ten years). It is calculated assuming that the stock
price on the date of grant appreciates at the indicated annual rate
compounded annually for the entire term of the option and the option is
exercised and sold on the last day of its term for the appreciated stock
price. No gain to the optionee is possible unless the stock price increases
over the option term.
9
<PAGE> 12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth the number of options exercised during the
fiscal year ended May 31, 1999 and the number and value of unexercised options
held by each of the named executive officers at May 31, 1999. Mr. Farley,
Co-Chairman of the Board, has not been granted any stock options at his request.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY
SHARES UNEXERCISED OPTIONS OPTIONS
ACQUIRED VALUE AT FY-END (#) AT FY-END ($)(2)
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($)(1) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ------------------- --------------------
<S> <C> <C> <C> <C>
Sanjeev R. Chitre..................... -- -- 647,875/42,600 $7,968/0
Richard J. Faubert.................... -- -- 60,000/240,000 $217,500/870,000
Makoto Kouzuma........................ 49,100 $565,134 62,197/67,899 $118,228/29,557
Ralph D. Hartung...................... -- -- 7,810/23,430 $10,766/32,299
Roger K. Marach(3).................... 13,608 $226,619 38,647/32,267 $136,466/27,798
Robert R. Smith....................... -- -- 66,342/17,156 $581,040/13,899
</TABLE>
- ---------------
(1) Value is based on the difference between the stock option exercise price and
the closing price on the date such options were exercised, multiplied by the
number of shares of common stock underlying such stock options.
(2) Value is based on the difference between the stock option exercise price and
the closing price on May 31, 1999 of $13,125, multiplied by the number of
shares of common stock underlying the stock options.
(3) Mr. Marach resigned from the company effective July 31, 1999.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The compensation committee consists of Messrs. Bonke, Hill and Levy, with
Mr. Bonke serving as chairman of the committee. The duties of the compensation
committee are to provide a general review of the company's compensation and
benefit plans to ensure that they meet corporate objectives. Specifically, the
compensation committee, after consultation with senior management: (i)
determines compensation for all officers of the company, (ii) grants awards to
officers under the company's compensation and benefit plans, and (iii) adopts
major company compensation policies and practices. The compensation committee
met 5 times during fiscal 1999 and reviewed the compensation packages of all
executive officers and determined appropriate bonuses and other compensation,
including the granting of options to purchase common stock.
The compensation committee's executive compensation policies are intended
to enable the company to attract and retain qualified executives through a
compensation program consisting of base salary, annual incentives and stock
options. The level of compensation for the executive officers are generally
intended to be competitive with those of other executives in similar positions
and companies in the semiconductor equipment manufacturing business and other
high technology-related companies, based upon the relative size of those
companies and the scope of the executive's responsibilities. It is the company's
policy to target both base salaries and stock option awards at a competitive
level with this group. Annual incentive opportunities are set slightly above the
competitive group. This competitive group of companies is similar to, but not
identical to, those companies used in the Peer Group Index described on page 12
of this proxy statement.
After determining the level of compensation for each executive officer as
compared with such person's counterparts, the compensation committee weighs the
individual's performance and considers such officer's contribution to the
financial and other objectives of the company. The goals and objectives are
established in advance of the performance period, and may reflect specific
individual objectives for the officer, financial or other objectives for the
company, or a combination of these factors. Among the criteria used by the
company in making pay decisions both for salary actions and incentive awards are
revenues, earnings, results of operations and special projects and the overall
financial performance of the company from year to year. Further, the
compensation committee may adjust awards to an individual based on the specific
achievements of the individual officer.
10
<PAGE> 13
In fiscal 1999, the compensation committee reviewed each officer's
performance evaluation and the recommendations of the Chief Executive Officer as
to the achievements of the company's and individual officer's performance goals.
Based upon these reviews, the compensation committee determined the annual
compensation payments reflected in the Summary Compensation Table included in
this proxy statement.
The compensation committee also may grant executives and other employees
stock options under the 1995 Stock Plan. The compensation committee believes
that stock ownership by management encourages management to maximize share owner
value. Stock options granted to executives and other employees of the company
give optionees the right to purchase shares of the company's common stock.
Generally, the compensation committee grants stock options based on a number of
factors, including, but not limited to, competitive practice, the individual's
position in the company, and the individual's performance and potential.
The company intends, to the extent practicable, to preserve the
deductibility under the Internal Revenue Code for all compensation paid to its
executive officers while maintaining compensation programs to attract, retain
and motivate the highly qualified executives needed by the company to operate
successfully in a highly competitive marketplace.
The compensation committee's basis for determining the compensation of
Messrs. Makoto Kouzuma and Richard Faubert have been substantially the same as
those referred to for the other executive officers of the company. In
determining Mr. Kouzuma's annual compensation, the compensation committee that
served during fiscal 1998 considered Mr. Kouzuma's extensive duties both with
respect to the company and the Far East Joint Venture.
The fiscal 1999 compensation committee considered the compensation packages
for chief executives of comparable companies in similar industries in
determining Mr. Faubert's salary package. Mr. Faubert's option grant received in
fiscal 1999 at the start of his employment is also in line with other chief
executives in the industry.
COMPENSATION COMMITTEE
Richard S. Hill
Kenneth Levy
Neil R. Bonke, chairman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no transactions involving members of the compensation committee
and the company.
11
<PAGE> 14
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the forty-three (through May 31, 1999) month
cumulative total return on the common stock to the forty three month cumulative
total returns on the Nasdaq Market Index and the Peer Group Index. This
measurement period begins on the date the common stock began trading and ends on
the last trading date of the company's last completed fiscal year. The company
designs, develops, manufactures, markets and services chemical mechanical
planarization, or CMP, systems used in the fabrication of semiconductor devices
and other high throughput precision surface processing systems used in the
fabrication of thin film memory disk media, semiconductor wafers and general
industrial components. The Peer Group Index used by the company consists of
eight companies that the company believes engage in a similar business and serve
similar markets as that of the company. The companies in the Peer Group Index
are as follows: Applied Materials Inc., FSI International, Inc., Lam Research
Corp., Novellus Systems Inc., PRI Automation, Inc., Semitool Inc., and Silicon
Valley Group, Inc. Previously, the Peer Group Index included IPEC, which was
merged with SpeedFam effective April 6, 1999, and is, accordingly, not included
in this year's Index.
In the case of the Nasdaq Market Index and the Peer Group Index, a $100
investment made on October 10, 1995, and reinvestment of all dividends are
assumed. In the case of the company, a $100 investment made on October 10, 1995,
is assumed (the company paid no dividends in fiscal years 1996, 1997, 1998 or
1999).
[Stock Price Performance Line Graph]
<TABLE>
<CAPTION>
NASDAQ STOCK
SPEEDFAM-IPEC, INC. PEER GROUP MARKET (U.S.)
------------------- ---------- -------------
<S> <C> <C> <C>
10/10/95 100.00 100.00 100.00
11/95 143.26 102.88 108.04
11/96 183.15 80.67 132.23
11/97 230.34 123.20 164.64
11/98 136.52 132.08 201.87
5/99 117.98 179.60 255.90
</TABLE>
12
<PAGE> 15
PROPOSAL NO. 2:
AMENDMENT TO THE 1995 STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF SPEEDFAM-IPEC,
INC.
The board recommends that shareholders approve a proposed amendment to the
1995 Stock Plan. This amendment will increase the initial grant of options to
non-employee directors from an option to purchase 5,000 shares of common stock
to an option to purchase 15,000 shares of common stock. Ongoing automatic annual
grants to non-employee directors will not change from an annual option of 5,000
shares.
The 1995 Stock Plan currently provides that a total of 3,300,000 shares of
common stock may be issued pursuant to options, restricted shares, units or
rights which may be granted or awarded from time to time under the plan. As of
September 1, 1999, a total of 840,304 shares of common stock were available for
such purpose.
SpeedFam-IPEC, Inc. management believes that this amendment will further
promote the company's goal of attracting knowledgeable outside directors.
The major provisions of the 1995 Stock Plan are described below:
TERM. The 1995 Stock Plan became effective as of July 27, 1995 and
has no fixed expiration date.
ADMINISTRATION. The 1995 Stock Plan is administered by the
compensation committee, which has the exclusive authority to make awards
under the 1995 Stock Plan and to make all interpretations and
determinations affecting the plan. No member of the compensation committee
will be eligible to participate in the plan or may be awarded equity
securities under the plan or any other plan of the company during the year
prior to compensation committee service unless the plan (or any other such
plan) and the award to comply with the applicable requirements of Rule
16b-3 under the Exchange Act. The plan and the grant of stock options to
the directors pursuant to the plan have been structured to comply with the
applicable requirements of Rule 16b-3.
PARTICIPATION. Participation in the plan is limited to key officers
and other employees of the company and any of its subsidiaries --
"Employees" -- and any member of the board who is not then an Employee or
beneficial owner, either directly or indirectly, of more than 10% of the
common stock -- an "Eligible Director." Eligible Directors are eligible to
receive automatic grants of nonqualified stock options pursuant to the
provisions of the plan. The proposed amendment to the 1995 Stock Plan would
increase the initial automatic grants to Eligible Directors from an option
to purchase 5,000 shares of common stock to an option to purchase 15,000
shares. The automatic annual grants to Eligible Directors will remain at
5,000 shares of common stock.
TYPE OF AWARDS. Awards under the plan may be in the form of stock
options (including incentive stock options -- ISOs -- which meet the
requirements of Section 422 of the Internal Revenue Code, restricted shares
and restricted units. The compensation committee may award stock
appreciation rights in connection with any option granted under the plan,
either at the time the option is granted or thereafter at any time prior to
the exercise, termination or expiration of the option ("tandem right"), or
separately ("freestanding right"). Awards will be granted for no cash
consideration or for such minimal cash consideration as may be required by
applicable law. However, the exercise price per share of common stock
purchasable under any ISO and the option price of any stock appreciation
right accompanying an ISO will not be less than 100% of the fair market
value of a share of common stock on the date of grant of the ISO or stock
appreciation right accompanying an ISO.
SHARES AVAILABLE. As originally effective, no more than 1,000,000
shares of common stock could be issued under the plan (subject to
adjustment as described below for stock splits, stock dividends,
recapitalizations, mergers and other similar events). On October 8, 1998,
shareholders approved an amendment which increased the maximum number of
shares to 1,800,000. On April 6, 1999, in connection with the SpeedFam-IPEC
merger, shareholders approved an amendment further increasing
13
<PAGE> 16
the maximum number of shares to 3,300,000. Generally, any shares of common
stock which cease to be subject to purchase under a granted option, or any
forfeiting restricted share or restricted units, will become available for
subsequent awards under the plan.
STOCK OPTIONS. The compensation committee will fix the term of all
options granted to Employees under the plan; however, the term of ISOs may
not exceed ten years from the grant date. The exercise price for any shares
of common stock purchasable under an option granted to Employees will be
determined by the compensation committee subject to adjustment as described
below. The exercise price for any shares purchasable under an ISO will not
be less than 100% of the fair market value of a share of common stock on
the date the ISO is granted. The compensation committee may, in its
discretion, accelerate the exercisability of any outstanding option, in
whole or in part, at any time. The terms of nonqualified stock options
granted to Eligible Directors, the exercise price for shares purchasable
under such options and the date such options become exercisable are
determined pursuant to the formula provision of the plan. However, each
option granted either to an Employee or Eligible Director will become
exercisable in full at the earliest of the death, eligible retirement or
total disability of the option holder and may, in the discretion of the
compensation committee, become exercisable in the event of an involuntary
termination within three years of a change in control of the company. Each
option shall be exercisable in full or in part, subject to certain
requirements in the plan, by payment of the exercise price in cash or by
surrender of shares already owned by the option holder.
STOCK APPRECIATION RIGHTS. The compensation committee may grant stock
appreciation rights in connection with any option granted under the plan,
either as a tandem right or a freestanding right. Each tandem right is
subject to the same terms and conditions as the related options. The
exercise price of stock appreciation rights granted under the plan will be
determined by the compensation committee; however, the exercise price of
each stock appreciation right granted in connection with an ISO will not be
less than 100% of the fair market value of a share of common stock on the
date the ISO is granted. Upon exercise of an stock appreciation right, the
holder will be entitled to receive the excess of the fair market value of a
share of common stock over the exercise price of the stock appreciation
right, payable in cash (unless otherwise determined by the compensation
committee).
RESTRICTED SHARES. The compensation committee will determine the
terms, conditions and restrictions on which awards of shares of common
stock may be made. The holder of such shares will generally have the rights
of shareholders subject to the provisions of the plan. The compensation
committee may at any time, in its sole discretion, waive the terms and
conditions and/or shorten the restricted period established for any award.
All restrictions with respect to a restricted share award will lapse upon
the earliest to occur of the death, eligible retirement or total disability
of the holder or a change in control of the company. Generally, all
restricted shares and all rights with respect to such restricted shares
will be forfeited by reason of termination of employment. None of the
shares subject to a restricted share award may be sold, transferred,
assigned or pledged until they are delivered to the holder of the share
award.
RESTRICTED UNITS. The compensation committee is authorized to grant
and to determine the terms, conditions and restrictions of any restricted
unit awards. No shares of common stock will be issued at the time the award
is made and the company will not be required to set aside funds for the
payment of any such award. The compensation committee may at any time, in
its sole discretion, waive the terms and conditions and/or shorten the
restricted period established for any award. All restrictions with respect
to a restricted unit award will lapse upon the earliest to occur of the
death, eligible retirement or total disability of the holder or a change in
control of the company. Restricted unit awards may be paid in cash or
shares or any combination thereof.
ADJUSTMENTS. The compensation committee may, at any time, in the
event of any stock dividend, stock split, recapitalization, merger,
consolidation or other change in the capitalization of the company or
similar corporate transaction or event affecting the common stock, in such
manner as it deems equitable, adjust, among other things: (1) the
limitation of shares that may be issued under the plan; (2) the number and
class of shares that may be subject to stock options, restricted shares or
restricted units that
14
<PAGE> 17
have not been issued; (3) the exercise price to be paid for unexercised
stock options; and (4) the share value used to determine the amount of
value of any award under the plan.
TERMINATION AND AMENDMENT. The board may suspend, terminate, modify
or amend the plan at any time, but if any such amendment requires
shareholder approval in order to meet the requirements of the then
applicable rules under Section 16(b) of the Exchange Act, such amendment
may not be effected without obtaining shareholder approval. The board may
terminate the plan, but the terms of the plan will continue to apply to
awards granted prior to such termination. No suspension, termination,
modification or amendment of the plan may adversely affect the rights of an
employee or eligible director under previously granted awards.
The board has authorized, subject to shareholder approval, the proposed
amendment to the plan.
The shareholders are being asked to approve the amendment. The affirmative
vote of at least a majority of the shares of common stock present or represented
and voting at the annual meeting is required to approve the amendment to the
plan. An abstention has the effect of a vote against the proposal.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE AMENDMENT TO THE 1995
STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF SPEEDFAM-IPEC, INC., WHICH WOULD
INCREASE THE INITIAL AUTOMATIC OPTION GRANT TO ELIGIBLE DIRECTORS FROM AN OPTION
TO PURCHASE 5,000 SHARES OF COMMON STOCK TO AN OPTION TO PURCHASE 15,000 SHARES
OF COMMON STOCK.
15
<PAGE> 18
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the company has appointed KPMG LLP, certified
public accountants, as independent auditors to examine the annual consolidated
financial statements of the company and its subsidiaries for fiscal 2000. A
representative of KPMG LLP will be present at the meeting to make a statement,
if such representative so desires, and to respond to shareholders' questions.
SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal at the company's 2000 annual
meeting of shareholders and desires that the proposal be included in the
company's proxy statement and form of proxy for that meeting, the proposal must
be in compliance with Rule 14a-8 under the Exchange Act and received at the
company's principal executive offices not later than May 16, 2000. As to any
proposal that a shareholder intends to present to shareholders without inclusion
in the company's proxy statement for the company's 2000 annual meeting of
shareholders, the proxies named in management's proxy for that meeting will be
entitled to exercise their discretionary authority on that proposal unless the
company receives notice of the matter to be proposed not later than August 1,
2000. Even if proper notice is received on or prior to August 1, 2000, the
proxies named in management's proxy for that meeting may nevertheless exercise
their discretionary authority with respect to such matter by advising
shareholders of such proposal and how they intend to exercise their discretion
to vote on such matter, unless the shareholder making the proposal solicits
proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2)
under the Exchange Act.
OTHER MATTERS
As of the date of this proxy statement, management knows of no matters to
be brought before the meeting other than the matters referred to in this proxy
statement.
By Order of the Board of Directors,
/s/ Richard J. Faubert
Richard J. Faubert
President and Chief Executive Officer
September 14, 1999
16
<PAGE> 19
SPEEDFAM-IPEC, INC.
305 NORTH 54TH STREET
CHANDLER, ARIZONA 85226-2416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard J. Faubert and J. Michael Dodson, and
each of them, with full power of substitution, Proxies, and hereby authorizes
them to represent and to vote as designated below all of the shares of Common
Stock of SpeedFam-IPEC, Inc. held of record by the undersigned on September 1,
1999 at the Annual Meeting of Shareholders to be held on October 15, 1999, or
any adjournment or postponement thereof.
THIS PROXY WHEN PROPERTY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE BOARD'S NOMINEE AND "FOR" PROPOSAL 2.
# DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED #
SPEEDFAM-IPEC, INC. 1999 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS: 1-SANJEEV R. CHITRE 2-JAMES N. FARLEY 3-MAKOTO KOUZUMA [ ]FOR all [ ] WITHHOLD AUTHORITY
(terms expiring at the 4-RICHARD J. FAUBERT 5-NEIL R. BONKE 6-WILLIAM J. FRESCHI nominees listed to to vote for all
2000 Annual Meeting 7-RICHARD S. HILL 8-KENNETH LEVY 9-ROGER D. MCDANIEL the left (except as nominees listed
specified below). to the left.
</TABLE>
________________________
(Instructions: To withhold authority to vote for | |
any indicated nominee, write the number(s) ----------> | |
of the nominee(s) in the box provided to the right). |______________________|
2. To approve an amendment to the 1995 Stock Plan for Employees and Directors of
SpeedFam-IPEC, Inc. to increase the initial automatic option grant to
eligible directors from an option to purchase 5,000 shares of
SpeedFam-IPEC, Inc. common stock to an option to purchase 15,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
DATE _______________ NO. OF SHARES
Address Change? __________________________________________
Mark Box [ ] Name Change? [ ] | |
Indicate changes below: | |
| |
|________________________________________|
SIGNATURE(S) IN BOX
Please sign exactly as your name appears
hereon. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give your 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 person.
