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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ASECO CORPORATION
500 DONALD LYNCH BOULEVARD
MARLBORO, MASSACHUSETTS 01752
July 2, 1997
Dear Stockholder:
You are cordially invited------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ASECO CORPORATION
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 attendwhich transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the Annual Meetingamount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of Stockholders of
Aseco Corporation (the "Company"), which will be held on Wednesday, August 6,
1997 at 10:00 A.M., at the offices of Choate, Hall & Stewart, 36th Floor,
Exchange Place, 53 State Street, Boston, Massachusetts.
The following Notice of Annual Meeting of Stockholders and Proxy Statement
describe the items to be considered by the stockholders and contain certain
information about the Company and its officers and directors.
Please sign and return the enclosed proxy card as soon as possible in the
envelope provided so that your shares can be voted at the meeting in
accordancetransaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with your instructions. Evenpreliminary materials.
[_] Check box if you plan to attend the meeting, you
are urged to sign and promptly return the proxy card. You can revoke it at any time before it is exercised at the meeting, or vote your shares personally if
you attend the meeting.
We look forward to seeing you.
Sincerely,
/s/ Carl S. Archer, Jr.
Carl S. Archer, Jr.
President, Chief Executive Officer
and Chairmanpart of the Boardfee 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:
________________________________________________________________________
ASECO CORPORATION
500 DONALD LYNCH BOULEVARD
MARLBORO, MASSACHUSETTS 01752
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 6, 199711, 1998
The Annual Meeting of Stockholders of Aseco Corporation (the "Company") will
be held at the offices of Choate, Hall & Stewart, 36th Floor, Exchange Place,
53 State Street, Boston, Massachusetts on Wednesday,Tuesday, August 6, 199711, 1998 at 10:00
A.M., for the following purposes:
1. To elect two directorsone director for a three-year term.
2. To approve an amendment to the Company's 1993 Employee Stock Purchase
Plan increasing the number of shares issuable under such plan from 100,000
to 150,000.
3. To ratify the Board of Directors' selection of Ernst & Young LLP as
the Company's independent auditors for the fiscal year ending March 29,
1998.
3.28,
1999.
4. To transact such other business as may properly come before the
meeting, and any or all adjournments thereof.
Stockholders of record at the close of business on June 25, 1997July 1, 1998 will be
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof.
By Order of the Board of Directors
Robert V. Jahrling
Secretary
Dated: July 2, 199710, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE
IN ORDER THAT YOUR SHARES MAY BE REPRESENTED.
ASECO CORPORATION
500 DONALD LYNCH BOULEVARD
MARLBORO, MASSACHUSETTS 01752
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of common stock of Aseco
Corporation (the "Company") in connection with the solicitation of proxies to
be voted at the Annual Meeting of Stockholders to be held on August 6, 199711, 1998
and at any adjournmentadjournments of that meeting. The enclosed proxy is solicited on
behalf of the Board of Directors of the Company. Each properly signed proxy
will be voted in accordance with the instructions contained therein, and, if
no choice is specified, the proxy will be voted in favor of the proposals set
forth in the Notice of Annual Meeting.
A person giving the enclosed proxy has the power to revoke it, at any time
before it is exercised at the meeting, by written notice to the Secretary of
the Company, by sending a later dated proxy, or by revoking it in person at
the meeting.
The approximate date on which this Proxy Statement and the enclosed proxy
will first be sent to stockholders is July 2, 1997.10, 1998. The Company's Annual
Report to Stockholders for the year ended March 30, 199729, 1998 is being mailed
together with this Proxy Statement.
Only holders of common stock of record on the stock transfer books of the
Company at the close of business on June 25, 1997July 1, 1998 (the "record date") will be
entitled to vote at the meeting. There were 3,672,0173,731,718 shares of common stock
outstanding and entitled to vote on the record date.
Each share of common stock is entitled to one vote. The affirmative vote of
the holders of a plurality of the shares represented at the meeting, at which
a quorum is present, is required for the election of directors. Approval of
the other matters which are before the meeting will require the affirmative
vote at the meeting, at which a quorum is present, of the holders of a
majority of votes cast with respect to such matters.
For purposes of the matters before the Annual Meeting, under the Company's
By-Laws, a quorum consists of a majority of the issued and outstanding shares
entitled to vote on such matters as of the record date. Shares voted to
abstain or to withhold as to a particular matter and shares as to which a
nominee (such as a broker holding shares in street name for a beneficial
owner) has no voting authority in respect of such matter will be deemed
represented for quorum purposes. Under the Company's By-Laws, such shares will
not be deemed to be voting on such matters, and therefore will not be the
equivalent of negative votes as to such matters. Votes will be tabulated by
the Company's transfer agent subject to the supervision of persons designated
by the Board of Directors as inspectors.
STOCK OWNERSHIP OF DIRECTORS, NOMINEES, EXECUTIVE OFFICERS
AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of May 31, 19971998 by (a) each
director of the Company and nominee for director, (b) each of the executive
officers named in the Summary Compensation Table below, (c) all current
directors and executive officers as a group and (d) each person known to the
Company to own beneficially 5% or more of the Company's common stock. Except
as otherwise indicated, each person has sole investment and voting power with
respect to the shares shown as being beneficially owned by such person, based
on information provided by such owners.
COMMON STOCK
BENEFICIALLY PERCENT OF
NAME OWNED(1) OUTSTANDING SHARES(2)
- ---- ------------ ---------------------
Carl S. Archer, Jr.......................... 247,815 6.45%Jr. ....................... 260,675 6.62%
Sebastian J. Sicari......................... 186,455 4.90Sicari........................ 187,269 4.82
C. Kenneth Gray............................. 61,092 1.64
Sheldon Buckler............................. 8,250Gray............................ 68,668 1.81
R. Bruce O'Connor.......................... 9,884 *
Dennis A. Legal............................ 200 *
Sheldon Weinig.............................. 8,250Buckler............................ 15,750 *
Sheldon Weinig............................. 15,750 *
Gerald L. Wilson............................ -- --Wilson........................... 8,750 *
Equitable Asset Management, Inc.(3) ....... 213,900 5.73
511 Union Street, Suite 800
Nashville, TN 37219
Kopp Investment Advisers, Inc.(3)(4)........ 666,950 18.16....... 325,925 8.73
6600 France Avenue South
Edina, MN 55435
William D. Witter, Inc.(3)(5) ............. 343,350 9.20
153 E. 53rd Street
New York, NY 10022
All current directors and executive officersoffi-
cers as a group (9 persons)..................... 525,564 12.97............... 527,949 12.68
- --------
* Less than 1%
(1) Includes 381,043431,488 shares which may be acquired by exercise of stock options
as of or within sixty days after May 31, 19971998 by the current directors and
executive officers as a group and individually as follows: Mr. Archer,
167,146;203,845; Mr. Sicari, 130,533; Mr. Gray, 59,051;155,906; Dr. Buckler, 4,250;11,750; Dr. Weinig, 7,250;14,750; Dr.
Wilson, 8,750; and other current executive officers, 12,813.36,447.
(2) The number of shares deemed outstanding includes 3,672,0173,731,718 shares
outstanding as of May 31, 1997,1998, plus any shares subject to options held by
the person or group in question that are exercisable as of or within sixty
days after May 31, 1997.1998.
(3) Based solely on information contained in filings made with the Securities
and Exchange Commission pursuant to Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(4) Kopp Investment Advisors, Inc. serves as an investment adviser and
exercises investment power with respect to all such shares. Kopp
Investment Advisors, Inc. disclaims beneficial ownership of all such
shares.
(4) Based solely on information contained in filings made with the Securities(5) Includes 249,850 shares held by William D. Witter, Inc. and Exchange Commission pursuant to Section 13(d) or 13(g)93,500 shares
held by Penfield Partners, L.P., an affiliate of the
Securities Exchange Act of 1934 (the "1934 Act").William D. Witter, Inc.
2
ELECTION OF DIRECTORS
(ITEM 1 OF NOTICE)
There are currently five members of the Board of Directors, divided into
three classes with terms expiring respectively at the 1997, 1998, 1999 and 19992000
annual meetings of stockholders. The Board has nominated Sebastian J. Sicari
and Dr. Sheldon Weinig,Carl S. Archer, Jr.,
whose terms areterm is expiring, for re-election. Mr. Sicari
and Dr. Weinig haveArcher has consented to serve, if
elected at the meeting, for three-
year termsa three-year term expiring at the time of the 20002001
annual meeting of stockholders and when their successors arehis successor is elected and
qualified. The shares represented by the enclosed proxy will be voted to elect
Mr. Sicari and Dr. WeinigArcher unless such authority is withheld by marking the proxy to that
effect. Mr. Sicari and Dr.
Weinig haveArcher has agreed to serve, but in the event eitherhe becomes
unavailable for any reason, the proxy, unless authority has been withheld as
to such nominee, may be voted for the election of a substitute.
The following information is furnished with respect to the nomineesnominee for
election as directorsdirector and each director whose term of office will continue
after the meeting.
PRINCIPAL OCCUPATION AND
NAME AND AGE DIRECTOR BUSINESS EXPERIENCE
AS OF MAY 31, 19971998 SINCE DURING LAST FIVE YEARS
------------------ -------- ------------------------
NOMINEESNOMINEE FOR ELECTION FOR TERMSTERM OF THREE YEARS EXPIRING IN 2001
Carl S. Archer, Jr., 1987 Mr. Archer has been Chief Executive Officer of
61..................... the Company since November 1987 and Chairman of
the Board of Directors since August 1993. Mr.
Archer served as President of the Company from
November 1987 to June 1998.
DIRECTORS WHOSE TERMS EXPIRE IN 1999
Dr. Sheldon Buckler, 1994 Dr. Buckler served as Vice Chairman of Polaroid
67..................... Corporation from 1990 until 1994. Since May
1995, he has served as Chairman of Commonwealth
Energy Systems, an energy utility.
Dr. Gerald L. Wilson, 1996 Dr. Wilson is currently a faculty member and the
59..................... Vannevar Bush Professor of Engineering in the
departments of Electrical Engineering and
Mechanical Engineering at the Massachusetts
Institute of Technology. He was Dean of the
School of Engineering at the Massachusetts
Institute of Technology from 1981 until 1991.
Dr. Wilson serves as a Director of Analogic
Corporation, an electronics manufacturing
company, and Commonwealth Energy Systems, and
as a member of the technical advisory boards of
General Motors, Cummins Engine and United
Technologies Corporation.
3
PRINCIPAL OCCUPATION AND
NAME AND AGE DIRECTOR BUSINESS EXPERIENCE
AS OF MAY 31, 1998 SINCE DURING LAST FIVE YEARS
------------------ -------- ------------------------
DIRECTORS WHOSE TERMS EXPIRE IN 2000
Sebastian J. Sicari, 45. 1993 Mr. Sicari has been President and Chief
46..................... Operating Officer of the Company since June
1998 and Treasurer of the Company since July
1988. Mr. Sicari served as Vice President,
Finance and Administration, and Chief Financial
Officer of the Company sincefrom December 1985 and has served
as Treasurer of the Company since July 1988.to
June 1998.
Dr. Sheldon Weinig, 69.. 199470.. 1996 Dr. Weinig founded Materials Research Company
and served as its Chairman until 1989 when it
was acquired by the Sony Corporation of America. He
then served as Vice Chairman of Sony
Engineering and Manufacturing of America until
April 1, 1996 when he retired from that
company.1996. He is presently a Professor at Columbia
University and the State University of New York
at Stonybrook, New York. Dr. Weinig is a
Director of Insituform Technologies, Inc., a
provider of pipeline reconstruction techniques,
Intermagnetics General Corporation, a
manufacturer of superconducting materials and
magnets, and U.S. Cast Polymer, a materials
company.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
Carl S. Archer, Jr., 60. 1987 Mr. Archer has been President and Chief
Executive Officer of the Company since November
1987 and Chairman of the Board of Directors
since August 1993.
3
PRINCIPAL OCCUPATION AND
NAME AND AGE DIRECTOR BUSINESS EXPERIENCE
AS OF MAY 31, 1997 SINCE DURING LAST FIVE YEARS
------------------ -------- ------------------------
DIRECTORS WHOSE TERMS EXPIRE IN 1999
Dr. Sheldon Buckler, 66. 1994 Dr. Buckler served as Vice Chairman of Polaroid
Corporation from 1990 until 1994. Since May
1995, he has served as Chairman of Commonwealth
Energy Systems, an energy utility.
Dr. Gerald L. Wilson, 1996 Dr. Wilson is currently a faculty member and the
58..................... Vannevar Bush Professor of Engineering in the
departments of Electrical Engineering and
Mechanical Engineering at the Massachusetts
Institute of Technology. He was Dean of the
School of Engineering at Massachusetts
Institute of Technology from 1981 until 1991.
Dr. Wilson serves as a Director of Analogic
Corporation, an electronics manufacturing
company, and Commonwealth Energy Systems, and
as a member of the technical advisory boards of
General Motors, Cummins Engine and United
Technologies Corporation.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors has an Audit, Compensation and Nominating Committee.
The Audit Committee reviews the internal accounting procedures of the
Company and consults with and reviews the services provided by the Company's
independent auditors. The directors currently serving on the Audit Committee
are Drs. Buckler, Weinig and Wilson. The Audit Committee met threetwo times during
fiscal 1997.1998.
The Compensation Committee reviews and recommends to the Board the
compensation and benefits of all officers of the Company and reviews general
policy relating to compensation and benefits of employees of the Company. The
Compensation Committee also administers the issuance of stock options. The
directors currently serving on the Compensation Committee are Drs. Buckler,
Weinig and Wilson. The Compensation Committee met three timesone time during fiscal 1997.1998.
The Nominating Committee reviews and recommends to the Board candidates for
director. The directors currently serving on the Nominating Committee are Mr.
Archer and Drs. Weinig and Buckler. The Nominating Committee did not meetmet two times
during fiscal 1997.1998. The Nominating Committee will consider director nominees
recommended by stockholders. Stockholder recommendations of director nominees
should be in writing, addressed to the chairman of the committee, Dr. Sheldon
Weinig, at the Company's address shown on the first page of this Proxy
Statement.
During fiscal 1997,1998, the Board of Directors of the Company held sixseven
meetings. Each incumbent director attended at least 75% of the aggregate
number of the meetings of the Board and the meetings of the committees of the
Board on which he served.
4
EXECUTIVE OFFICER COMPENSATION
The following summary compensation table sets forth the compensation paid or
accrued for services rendered in fiscal 1998, 1997 1996 and 19951996 to the chief
executive officer and the other twofour most highly compensated executive
officers of the Company (the "Named Executive Officers").
None of the Company's other
executive officers' combined annual salary and bonus exceeded $100,000 during
fiscal 1997.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSA-
TIONCOMPENSATION AWARDS
------------------------------------
ANNUAL COMPENSATION SHARES ALL OTHER
FISCAL --------------------------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($SALARY ($) BONUS ($) OPTIONS (#) ($)(1)
- --------------------------- ------ ------------------- --------- ----------- ------------
Carl S. Archer, Jr........ 1997 $267,0001998 $282,000 -- 145,000(2) $4,08330,000 $4,533
President and Chief 1997 267,000 -- 145,000(3) 4,083
Executive Officer(2)
1996 262,633 $95,000 145,000(3)145,000(4) 2,930
Executive Officer 1995 210,538 -- -- 2,742
C. Kenneth Gray........... 1997 155,0001998 161,538 -- 55,000(2) 2,30420,000 2,404
Vice President, Sales and 1997 155,000 -- 55,000(3) 2,304
Marketing(5)
1996 141,756 100,337 65,000(3)65,000(4) 2,476
Marketing 1995 129,458Dennis A. Legal........... 1998 128,269 -- 20,000 1,194
Vice President, 1997 80,000 -- 30,000 960
Engineering(6)
1996 -- -- 1,276-- --
R. Bruce O'Connor......... 1998 150,769 -- 30,000 2,040
Vice President, New 1997 -- -- -- --
Product Marketing(7)
1996 -- -- -- --
Sebastian J. Sicari....... 1998 189,900 -- 25,000 1,942
Vice President, Finance 1997 178,400 -- 90,000(2)90,000(3) 2,227
Vice President, Financeand
Administration(8) 1996 161,202 100,337 100,000(3)100,000(4) 1,422
and Administration 1995 147,506 -- -- 1,305
- --------
(1) For fiscal 1997,1998, consists of (i) contributions to 401(k) accounts in the
amount of $1,500 for each Named Executive Officerof Messrs. Archer, Gray, O'Connor and Sicari and
$375 for Mr. Legal and (ii) insurance premiums paid by the Company during
the covered fiscal years with respect to term life insurance for the
benefit of the Named Executive Officers.
(2) Mr. Sicari became President of the Company in June 1998. Mr. Archer
remains the Chief Executive Officer of the Company.
(3) These options include the grant of options to Messrs. Archer, Gray and
Sicari exercisable for 108,750, 41,250 and 67,500 shares, respectively, in
replacement of certain options granted in fiscal 1996, as described in the
"Ten-Year Option Repricing" table below.
(3)1996.
(4) Certain of the options granted in fiscal 1996 to Messrs. Archer, Gray and
Sicari were cancelled and replaced with certain options referenced in
connection withfootnote (2) above.
(5) Mr. Gray resigned from the repricings set forthCompany in June 1998.
(6) Mr. Legal resigned from the "Ten-Year Option Repricing" table below.Company in January 1998.
(7) Mr. O'Connor is no longer an executive officer of the Company.
(8) Mr. Sicari became President and Chief Operating Officer of the Company in
June 1998.
5
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding options to
purchase shares of the Company's common stock granted during fiscal 19971998 by
the Company to the Named Executive Officers.
POTENTIAL REALIZABLE
VALUE AT ASSUMED
RATES
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (1)(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------------------------------------
NAME GRANTED (#)(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ------------------------- ------------ --------- ---------- ----------- --------------------- ----------
Carl S. Archer, Jr...... 108,750(2) 23.7% $10.375 8/7/01Jr. .... 30,000 10.70% $9.875 5/10/07 $ 306,008482,560 $ 675,060
36,250(3) 7.9 9.875 10/18/06 225,125 570,510768,396
C. Kenneth Gray......... 41,250(2) 9.0 10.375 8/7/01 116,072 256,057
13,750(3) 3.020,000 7.10 9.875 5/10/18/06 85,392 216,40007 321,707 512,264
Dennis A. Legal......... 20,000 7.10 9.875 5/10/07 321,707 512,264
R. Bruce O'Connor....... 30,000 10.70 9.875 5/10/07 482,560 768,396
Sebastian J. Sicari..... 67,500(2) 14.7 10.375 8/7/01 189,936 419,003
22,500(3) 4.925,000 8.90 9.875 5/10/18/06 139,733 354,11007 402,133 640,330
- --------
(1) These options vest in equal quarterly installments over a four-year period
beginning on the date of grant.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if such options are not exercised until the end of the
option term. These gains are based on assumed rates of stock price
appreciation of 5% and 10% set by the Securities and Exchange Commission,
compounded annually from the dates the respective options were granted
until their respective expiration dates and, therefore, are not intended
to forecast possible future appreciation, if any, in the common stock.
This table does not take into account any actual appreciation or
depreciation in the price of the common stock after the date of grant.
(2) These options were granted in exchange for the cancellation of previously
granted options to purchase a greater number of shares at $18.69 per
share. See "Compensation Committee Report" below. These options were
vested at the date of grant with respect to one-third of the shares
covered thereby (equal to the number of shares with respect to which the
canceled options were vested), and the balance of the shares covered
thereby vest in equal quarterly installments over the three-year period
following the date of grant. In the event of a change in control of the
Company, these options vest in full immediately.
(3) These options vest in equal quarterly installments over a four-year period
beginning on the date of grant.
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
The following table sets forth information regarding (a) the number of
shares acquired upon the exercise of options during fiscal 19971998 and the value
realized therefrom and (b) the number of vested and unvested options and the
unrealized value or spread (the difference between the exercise price and the
market value) of the unexercised options issued by the Company and held by the
Named Executive Officers on March 30, 1997.29, 1998.
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED
UNDERLYINGUNEXERCISED IN-THE-MONEY
SHARES UNEXERCISED OPTIONS (#) OPTIONS ($)
ACQUIRED ON VALUE ------------------------- -------------------------------------- ------------------------
NAME EXERCISE (#) REALIZED ($) VESTED UNVESTED VESTED UNVESTED
---- ------------ ------------ ------- -------- ------------ ------------ ---------- -----------
Carl S. Archer, Jr......Jr. .... -- -- 157,968 77,032 $491,758194,670 70,330 $ 35,118219,330 --
C. Kenneth Gray......... 17,498 $210,560 62,232 35,268 24,370 --
Dennis A. Legal......... -- -- -- -- -- --
R. Bruce O'Connor....... -- -- 7,500 22,500 -- --
Sebastian J. Sicari..... -- -- 124,188 50,812 405,704 21,797
C. Kenneth Gray......... 5,000 $35,625 62,154 32,844 190,561 14,023149,563 50,438 182,775 --
6
TEN-YEAR OPTION REPRICINGS
The following table sets forth information regarding all repricings of
options held by executive officers of the Company since the Company became
subject to the reporting requirements of the 1934 Act in March 1993.
NUMBER OF
SHARES
UNDERLYING MARKET PRICE EXERCISE
OPTIONS OF STOCK AT PRICE AT LENGTH OF ORIGINAL
REPRICED OR TIME OF TIME OF NEW OPTION TERM
AMENDED REPRICING REPRICING EXERCISE REMAINING AT DATE
NAME DATE (#)(1) ($) ($) PRICE ($) OF REPRICING
---- ---- ----------- ------------ --------- --------- ------------------
Carl S. Archer, Jr...... 9/2/96 145,000 $10.375 $18.69 $10.375 4 years, 11 months
Sebastian J. Sicari..... 9/2/96 90,000 10.375 18.69 10.375 4 years, 11 months
C. Kenneth Gray......... 9/2/96 55,000 10.375 18.69 10.375 4 years, 11 months
- --------
(1) The number of shares of common stock underlying the repriced options was
reduced for Messrs. Archer, Sicari and Gray to 108,750, 67,500 and 41,250
shares, respectively.
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
Pursuant to Severance Agreements dated December 30, 1996, the Company has
agreed to pay each of Messrs. Archer and Sicari severance equal to twelve
months of base salary, the average of the annual bonus amounts paid to him for
each of the two previous fiscal years, and twelve months of continued health
insurance benefits if the Company terminates his employment for any reason
other than for cause. In the event either of such individual's employment is
terminated at any time after a Change of Control Event for any reason except
death, he is entitled to severance equal to twenty-four months of base salary,
two times the average of the annual bonus amounts paid to him for each of the
two previous fiscal years, and twenty-four months of continued health
6
insurance benefits. A "Change of Control Event" is defined to mean any of the
following events: (a) the sale, lease, transfer or other disposition by the
Company of all or substantially all of its assets; (b) the merger or
consolidation of the Company with another entity in which the stockholders of
the Company immediately prior to such merger or consolidation hold less than
50% of the outstanding voting stock of the surviving or resulting corporation
immediately following such transaction; or (c) the sale or exchange by the
Company's stockholders of greater than 50% of the Company's outstanding voting
stock. In addition, upon any Change of Control Event, the Company's repurchase
rights with respect to any shares of Common Stock held by such individuals
shall lapse and such individuals shall have the right to exercise any options
held by them to purchase shares of common stock. These agreements may have the
possible effect of discouraging unsolicited takeover attempts.
The Company has also agreed to pay to Mr. Gray and Mr. Legal pursuant to
a Severance AgreementAgreements dated March 18, 1997 and December 30, 1996, respectively,
severance equal to six months of base salary and six months of continued
health insurance benefits if the Company terminates his employment for any
reason other than for cause. Mr. Gray and Mr. Legal resigned from the Company
in June 1998 and January 1998, respectively, and no severance was owed to them
by the Company in connection with such resignations.
As of March 30, 1997,29, 1998, Messrs. Archer, Sicari and Gray held options to
purchase 198,750, 142,500 and 61,25051,250 shares, respectively, which stock options
by their terms become immediately exercisable in full upon (i) the acquisition
by any person, entity or group of more than 35% of the aggregate voting power
of the outstanding securities of the Company, (ii) a majority of the Board of
Directors ceasing to consist of individuals (A) who are currently members of
the Board or (B) for whose nomination for such membership a majority of such
current members voted in favor, or (iii) the disposition by the Company of
substantially all its business, other than in connection with a mere change of
place of incorporation or similar change in form. The Company has also entered
into an agreement with Mr. O'Connor pursuant to which all options held by him
will become immediately exercisable in full upon a change in control of the
Company.
INDEBTEDNESS OF MANAGEMENT
On April 15, 1996, the Company loaned $140,000 to Sebastian J. Sicari, a
director and executive officer of the Company. The loan bears interest at a
rate of 5.33% per annum, compounded annually, and is due and payable in full
on the earlier of the termination of Mr. Sicari's employment with the Company
or April 15, 1999. At March 30, 1997,29, 1998, principal and accrued interest on the
loan totalled $147,384.$154,846. The loan is secured by shares of the Company's common
stock owned by Mr. Sicari.
7
DIRECTOR COMPENSATION
Non-employee directors are paid (i) an annual retainer of $5,000, (ii)
$1,000 for each regular or special Board of Directors meeting attended and
(iii) $500 for each Board Committee meeting attended on a day on which no
meeting of the Board of Directors is held. Non-employee directors also are
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with meeting attendance. In addition, under the Company's 1993 Non-Employee
Director Stock Option Plan, each non-employee director serving as such on
April 30 of each year is automatically granted an option exercisable (subject
to a two-year vesting period) for the purchase of 2,500 shares of the
Company's common stock at a price per share equal to fair market value at the
date of grant.grant, which number was increased to 3,500 effective May 12, 1998. Any
non-employee director, upon his or her first election to the Board of
Directors, is entitled to receive an option to purchase 15,000 shares of
common stock.
87
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report, prepared by the Compensation Committee of the Company's Board
of Directors (the "Committee"), addresses the Company's executive compensation
policies and the basis on which fiscal 19971998 executive officer compensation
determinations were made. The Committee designs and approves all components of
executive pay.
To ensure that executive compensation is designed and administered in an
objective manner, the Committee's members are all non-employee directors.
During the portion of fiscal 1997 ending on August 8, 1996, Committee members
were Sheldon Buckler, Kenneth W. Tunnell and Charles D. Yie. During the balance
of fiscal 1997,1998, the Committee was composed of Sheldon Buckler, Sheldon
Weinig and Gerald L. Wilson.
Compensation Philosophy
The objectives of the Company's executive compensation program are to (i)
enable the Company to attract, retain and reward executives who contribute to
both the short-term and long-term success of the Company, (ii) align
compensation with business objectives and individual performance, and (iii)
tie the interests of the Company's executives to the interests of the
Company's stockholders. The primary components of the Company's executive
compensation program are salary, cash bonuses and stock options. In addition,
executives are eligible to participate, on a non-discriminatory basis, in
various benefit programs provided to all full-time employees, including the
Company's stock purchase plan and group medical, disability and life insurance
programs. The Committee believes that executive compensation packages should
be viewed as a whole in order to properly assess their appropriateness.
In establishing total compensation packages for its executive officers, the
Committee takes into account the compensation packages offered to executives
of other semiconductor capital equipment companies of similar stature. These
companies are not included in the published industry index represented in the
Comparison of Cumulative Total Stockholder Return Graph on page 11.10. The
Committee uses this comparative data primarily as benchmarks to ensure that
the Company's executive compensation packages are competitive. The Committee
seeks to maintain total compensation within the broad middle range of
comparative pay. Individual amounts are based not only on comparative data,
but also on such factors as length of service with the Company, prior
experience and the Committee's judgment as to individual contributions. These
factors are not assigned specific mathematical weights.
Salary
Amounts shown under the Salary column of the Summary Compensation Table
represent the fixed portion of compensation for executive officers in fiscal
1997.1998. Changes in salary from year to year depend on such factors as individual
performance, cost of living changes, and the economic and business conditions
affecting the Company. Executive salaries are set at the beginning of each
fiscal year.
Mr. Archer received salary compensation of $267,000$282,000 in fiscal 1997.1998. Mr.
Archer's salary was based on an assessment of comparative industry salaries.
Bonus
Amounts shown in the Bonus column of the Summary Compensation Table,
together with stock option grants, represent the variable compensation for
executive officers. Cash bonuses are based on the achievement of specific
financial performance goals by the Company as well as specific goals and
objectives by the executive officer. The Company seeks to structure each
executive's bonus so that, if the executive earns his or her maximum bonus,
his or her combined salary and bonus will be roughly equal to the average
prior year's reported combined salary and bonus of executives holding the same
position with other semiconductor capital equipment companies of similar
stature. In fiscal 1997,1998, the amount of the bonus pool was dependent on the
Company achieving specified milestones related to adjusted operating profit,
the Company's newest test handler (the VT
8
8000) and the Company's recently acquired UK subsidiary (Western Equipment
Developments (Holdings) Ltd.). Such milestones were not achieved and,
accordingly, no bonuses were grantedpaid to executive officers due to the failure of the Company to meet the financial
performance goals set forin
respect of fiscal 1997.1998.
Stock Options
The Committee believes that stock ownership by executive officers is
important in aligning management and stockholder interests in the long-term
enhancement of stockholder value. Stock options are awarded based
9
upon the
market price of the Company's common stock on the date of grant and are linked
to future performance of the Company's stock because they do not become
valuable to the holder unless the price of the Company's stock increases above
the price on the date of grant. Beginning in fiscal 1994, the Company granted
options to its executive officers, the exercisability of which was tied to the
Company's achievement of specified financial performance goals. In fiscal
1997, however, the Committee changed its policy in favor of annual grants of
options to executive officers, the exercisability of which is tied solely to
the continued employment of the executive.
Also in fiscal 1997,
the Company for the first time repriced certain employee options, including
certain options held by executive officers. See "Repricing of Stock Options"
below.
The number of shares for which options were granted to executive officers in
fiscal 19971998 was determined by the Committee based upon several factors,
including the executive's position, his past and future expected performance,
the comparative data described above, and the number of shares under
previously granted options. These factors were evaluated in a qualitative
manner and were not assigned predetermined weights.
Repricing of Stock Options
On August 23, 1996, the Committee approved the offer by the Company to
employees of the Company holding options to purchase common stock at $18.69
per share (the "Existing Options") to exchange (the "Exchange") their Existing
Options for new options (the "New Options") (i) exercisable for 75% of the
number of shares subject to the Existing Options, (ii) having an exercise
price of $10.375 per share, the fair market value of the Company's common
stock on August 23, 1996 and (iii) vested to the same extent, based on the
number of shares vested, as the Existing Options, but with the balance of the
shares subject thereto vesting in equal quarterly installments over the three-
year period following the date of grant assuming the optionee's continued
employment by the Company (rather than vesting based on the achievement of
Company stock price and earnings per share milestones as was the case with the
Existing Options). In view of the decline in the market value of the common
stock, the Committee determined that the Existing Options provided inadequate
incentive to motivate and retain employees and that the foregoing repricing
offer was important to regain the incentive intended to be provided by options
to purchase the Company's stock. The Committee also determined that under a
Black-Scholes valuation analysis the value of the New Options approximated the
value of the Existing Options thereby minimizing the dilution to existing
stockholders of the Company. The Exchange was effected on September 2, 1996 by
canceling the Existing Options surrendered for cancellation by persons
accepting the Exchange offer and granting such persons New Options. All of the
Named Executive Officers participated in the Exchange and the New Options
granted to them are shown in the Ten-Year Option Repricing table above.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code enacted in 1993, generally disallows a tax
deduction to public companies for compensation over $1 million paid to its
chief executive officer and its four other most highly compensated executives.
Performance-based compensation is excluded from the compensation taken into
account for purposes of the limit if certain requirements are met. The Company
currently intends to structure its stock options granted to executives in a
manner that complies with the performance-based requirements of the statute.
The Committee believes that, given the general range of salaries and bonuses
for executive officers of the Company, the $1 million threshold of Section
162(m) will not be reached by any executive officer of the Company in the
foreseeable future. Accordingly, the Committee has not considered what its
policy regarding compensation not qualifying for federal tax deductibility
might be at such time, if ever, as that threshold is within range of any
executive officer.
Compensation Committee
Sheldon Buckler
Sheldon Weinig
Gerald L. Wilson
109
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN
The following performance graph assumes an investment of $100 on March 16,
1993 (the date the Company's common stock was first registered under Section
12 of the 1934 Act) and compares the changes thereafter in the market price of
the Company's common stock with a broad market index (S&P 500) and an industry
index (S&P Electronics-Instrumentation). The Company paid no dividends during
the periods shown; the performance of the indexes is shown on a total return
(dividend reinvestment) basis. The graph lines merely connect fiscal year-end
dates and do not reflect fluctuations between those dates.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET[GRAPH APPEARS HERE]
FISCAL YEAR ENDING
COMPANY 1993
1993 1994 1995 1996 1997 1998
ASECO CORPORATION 100 92.68 74.39 103.66 106.10 103.66Aseco Corporation 100.00 80.26 111.84 114.47 111.84 82.24
S&P INDUSTRY
GROUP 230-ELECTRONICS
(INSTRUMENTATION) 100Industry
Group 230-Electronics
(Instrumentation) 100.00 108.36 156.24 209.95 264.51 329.29
S&P 500 100 100.00 101.48 117.27 154.92 185.64 274.74
THE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION AND THE
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN INFORMATION ABOVE SHALL NOT
BE DEEMED "SOLICITING MATERIAL" OR INCORPORATED BY REFERENCE INTO ANY OF THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION BY IMPLICATION
OR BY ANY REFERENCE IN ANY SUCH FILING TO THIS PROXY STATEMENT.
1110
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person serving on the Compensation Committee at any time during fiscal
19971998 was a present or former officer or employee of the Company or any of its
subsidiaries. During fiscal 1997,1998, no executive officer of the Company served
as a member of the board of directors or compensation committee (or other
board committee performing equivalent functions) of another entity one of
whose executive officers served on the Company's Board of Directors or
Compensation Committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's officers and directors
and persons who own more than ten percent of its common stock to file reports
with the Securities and Exchange Commission disclosing their ownership of
stock in the Company and changes in such ownership. Copies of such reports are
also required to be furnished to the Company. Based solely on a review of the
copies of such reports received by it, the Company believes that, during
fiscal 1997,1998, all such filing requirements were complied with, except that Mr.
Archer filed one late Form 4 report, Dr. Buckler filed two late Form 4
reports, Mr. Legal filed one late Form 3 report and one late Form 4 report, Mr. Sicari filed one late Form 4 report, Mr. Tunnell filed one late Form 4
report, Dr. Weinig filed two late Form 4 reports, Dr. Wilson filed one late
Form 4 report and Mr. Yieeach filed one late Form 4 report.
INCREASE IN SHARES UNDER EMPLOYEE STOCK PURCHASE PLAN (ITEM 2 OF NOTICE)
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's 1993 Employee Stock Purchase Plan (the "Stock
Purchase Plan") increasing the total number of shares issuable thereunder by
50,000 to 150,000. The purpose of the increase in the number of shares was to
permit the continuing availability of shares for purchase by employees, which
the Board of Directors believes is necessary to continue to attract and retain
key employees.
Approval of the stockholders is sought under the terms of the Stock Purchase
Plan and in order to meet the stockholder approval requirements of Section
423(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code").
DESCRIPTION OF THE STOCK PURCHASE PLAN AS AMENDED
The Stock Purchase Plan was adopted by the Board of Directors on January 18,
1993 and was subsequently approved by stockholders of the Company on January
29, 1993. The Stock Purchase Plan authorizes the issuance of 150,000 shares of
common stock pursuant to the exercise of nontransferable options granted to
participating employees. The Stock Purchase Plan is administered by the
Compensation Committee.
All employees of the Company and its subsidiaries whose customary employment
exceeds 20 hours per week and more than five months per calendar year, other
than those employees who own or would own 5% or more of the stock of the
Company, are eligible to participate in the Stock Purchase Plan. The Stock
Purchase Plan is implemented by one or more offerings of such duration as the
Compensation Committee determines, provided that no offering period may be
longer than 27 months. An eligible employee participating in an offering will
be able to purchase common stock at a price equal to the lesser of (i) 85% of
its fair market value on the date the right was granted or (ii) 85% of its
fair market value on the date the right was exercised. Payment for common
stock purchased under the plan is through regular payroll deduction or lump
sum cash payment, or both, as determined by the Compensation Committee. The
maximum value of common stock an employee may purchase during an offering
period is 6% of the employee's base compensation during such period,
calculated on the basis of the employee's compensation rate on the date the
employee elects to participate in that offering.
FEDERAL INCOME TAX CONSIDERATIONS
The Stock Purchase Plan is intended to qualify as an "employee stock
purchase plan" as defined in Section 423 of the Code, which provides that an
employee will not realize any federal tax consequences when such
11
employee joins the Stock Purchase Plan, or when an offering ends and such
employee receives shares of the Company's common stock. An employee must,
however, recognize income or loss on the difference, if any, between the price
at which he or she sells the shares and the price he or she paid for them. If
any employee has owned shares purchased under the plan for more than one year,
disposes of them at least two years after the date the offering commenced, and
the market price of the shares on the date of sale is equal to or less than
the purchase price under the Stock Purchase Plan, he or she will recognize a
long-term capital loss in the amount equal to the price paid over the sale
price. If an employee has owned shares for more than one year, more than two
years has elapsed from the date the offering commenced, and the market price
of the shares on the date of sale is higher than the purchase price under the
Stock Purchase Plan, the employee must recognize ordinary income in an amount
equal to the lesser of (i) the fair market value of the shares on the date the
offering commenced over the price paid, or (ii) the excess of the amount
actually received for the shares over the purchase price. Any further gain
would be treated as long-term capital gain.
If an employee sells shares purchased under the Stock Purchase Plan prior to
holding them for more than one year or prior to two years from the date the
offering commenced, he or she must recognize ordinary income in the amount of
the difference between the price he or she paid and the market price of the
shares on the date of purchase and the Company will receive an expense
deduction for the same amount. The employee will recognize a capital gain or
loss on the difference between the sale price and the market price on the date
of purchase. The Company will not be entitled to a tax deduction upon either
the purchase or sale of shares under the Stock Purchase Plan if the holding
period requirements set forth above are met. The Stock Purchase Plan is not
qualified under Section 401(a) of the Code.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS (ITEM 23 OF NOTICE)
On the recommendation of the Audit Committee, the Board of Directors has
selected Ernst & Young LLP, independent auditors, as auditors of the Company
for the fiscal year ending March 29, 1998.28, 1999. This firm has audited the accounts
and records of the Company since 1989. A representative of Ernst & Young LLP
will be present at the Annual Meeting to answer appropriate questions from
stockholders and will have an opportunity to make a statement if desired.
The selection of independent auditors is not required to be submitted to a
vote of the stockholders. The Board believes, however, it is appropriate as a
matter of policy to request that the stockholders ratify the appointment. If
the stockholders do not ratify the appointment, the Board will reconsider its
selection.
STOCKHOLDER PROPOSALS FOR 1998 MEETING
Proposals of stockholders intended to be presented at the 19981999 Annual
Meeting of Stockholders must be presented on or before March 4, 19989, 1999 for
inclusion in the proxy materials relating to that meeting. Any such proposals
should be sent to the Company at its principal offices addressed to the Vice
President, Finance and Administration. Other requirements for inclusion are
set forth in Rule 14a-8 under the 1934 Act.
12
OTHER MATTERS
The Company has no knowledge of any matters to be presented for action by
the stockholders at the Annual Meeting other than as set forth above. However,
the enclosed proxy gives discretionary authority to the persons named therein
to act in accordance with their best judgment in the event that any additional
matters should be presented.
The Company will bear the cost of the solicitation of proxies by management,
including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of common stock.
By order of the Board of Directors
Robert V. Jahrling, Secretary
July 2, 199710, 1998
The Board hopes that stockholders will attend the Annual Meeting. WHETHER OR
NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A prompt response will greatly
facilitate arrangements for the Annual Meeting, and your cooperation will be
appreciated. Stockholders who attend the Annual Meeting may vote their stock
personally even though they have sent in their proxies.
13
Please mark your
A [X] votes as in this
example.
1.) To elect two FOR WITHHOLD
directors for a
three-year term. [ ] [ ]
NOMINEES: SEBASTIAN J. SICARI
DR. SHELDON WEINIG
If you do not wish your shares voted for
a particular nominee, complete the "For
All Except" line below or strike a line
through the nominee's name.
For all Except
__________________________________________
2.) To ratify the Board of Directors' selection of FOR AGAINST ABSTAIN
Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending March 29, [ ] [ ] [ ]
1998.
3.) To transact such business as may properly come FOR AGAINST ABSTAIN
before the meeting and any or all adjournments
thereof. [ ] [ ] [ ]
MARK BOX AT RIGHT IS COMMENTS OR ADDRESS CHANGE HAVE BEEN [ ]
NOTED ON THE REVERSE SIDE OF THIS CARD.
Stockholder sign here_________________________________________
Co-owner sign here____________________________________________
Date: _________________________
NOTE: Please be sure to sign and date this Proxy
PROXY ASECO CORPORATION PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS--AUGUST 6, 1997STOCKHOLDERS - AUGUST 11, 1998
The undersigned hereby acknowledge(s) receipt of the Notice and
accompanying Proxy Statement, revoke(s) any prior proxies and appoint(s) Carl S.
Archer, Jr., Sebastian J. Sicari and Robert V. Jahrling, III and each of them,
with power of substitution in each, attorneys for the undersigned to act for and
vote, as specified on the reverse, all shares of stock which the undersigned may
be entitled to vote at the Annual Meeting of the Stockholders of Aseco
Corporation, to be held on Wednesday,Tuesday, August 6, 199711, 1998 at Choate, Hall & Stewart,
36th Floor, Exchange Place, Boston, Massachusetts at 10:00 a.m. and at any
adjourned sessions thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. ALL PROPOSALS SET FORTH ON THE REVERSE OF THIS
PROXY CARD HAVE BEEN PROPOSED BY THE BOARD OF DIRECTORS. IF NO DIRECTION IS
GIVEN, THIS PROXY CARD WILL BE VOTED "FOR" THE NOMINEES FOR DIRECTOR AND "FOR"
ALL OTHER PROPOSALS. THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE HOLDER'S
BEST JUDGEMENTJUDGMENT AS TO ANY OTHER MATTER.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
- ---------------------------------------------------------------------------------- ENVELOPE ---
--------------------------------------------------------------------------
Please sign this proxy exactly as your name appears on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation this signature should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGEDCHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- ----------------------------------------------------------------- ------------------------------
------------------------------ ------------------------------
------------------------------ ------------------------------
(CONTINUED ON REVERSE SIDE)
ASECO CORPORATION
Dear Stockholder:
Please take note of the important information enclosed with this proxy card.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicated how your shares shall be
voted. Then sign the card, detach it and return your proxy card in the enclosed
postage paid envelope.
Your card must be received prior to the Annual Meeting of Stockholders on August
11, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Aseco Corporation
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------------------------------------------------------
Please mark your
A [X] votes as in this
example.
FOR WITHHOLD FOR AGAINST ABSTAIN
1.) To elect one 2.) To approve an amendment to the Company's
director for a [_] [_] 1993 Employee Stock Purchase Plan increasing [_] [_] [_]
three-year term. the number of shares issuable under such plan
from 100,000 to 150,000.
NOMINEE: CARL S. ARCHER, JR.
3.) To ratify the Board of Director's selection
of Ernst & Young LLP as the Company's [_] [_] [_]
independent auditors for the fiscal year
ending March 28, 1999.
4.) To transact such other business as may
properly come before the meeting and any [_] [_] [_]
or all adjournments thereof.
MARK BOX AT RIGHT IF COMMENTS OR ADDRESS CHANGE HAVE BEEN NOTED [_]
ON THE REVERSE SIDE OF THIS CARD.
Stockholder sign here Co-owner sign here Date:
-------------------- -------------------------- -------------------
NOTE: Please be sure to sign and date this Proxy.