SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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Advanced Photonix, Inc.
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ADVANCED PHOTONIX, INC.
1240 Avenida Acaso
Camarillo, CA 93012
PROXY SUPPLEMENT
TO
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To be held on August 26, 2005
The purpose of this Proxy Supplement to the Proxy Statement dated July 18, 2005 (the “Proxy Statement”), for the 2005 Annual Meeting of Shareholders (the “Annual Meeting”) of Advanced Photonix, Inc. (the “Company”), to be held on August 26, 2005, is to amend the Summary Compensation Table included in the section entitled “Executive Compensation” in the Proxy Statement to reflect the correct amount of bonuses received by Richard D. Kurtz, Paul D. Ludwig and Susan A. Schmidt in fiscal year 2005.
The Summary Compensation Table included in the section entitled “Executive Compensation” in the Proxy Statement is hereby amended to read in its entirety as follows:
SUMMARY COMPENSATION TABLE
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| | | | | | | | | | | | | | | | | | | Long Term Compensation | | | | | |
| | | | | | | | | | Annual Compensation | | | | Awards | | | Payouts | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Securities | | | | | | | | |
| | | | | | | | | | | | | | Other Annual | | | | Restricted | | | Underlying | | | LTIP | | | | All Other | |
| | | | | | Salary | | | Bonus | | | Compensation | | | | Stock Awards | | | Options | | | Payouts | | | | Compensation | |
Name and Principal Position | | Fiscal Year | | | ($) | | | ($) | | | ($) | | | | ($) | | | (#) | | | ($) | | | | ($)1 | |
Richard D. Kurtz | | | 2005 | | | | 168,000 | | | | 40,320 | | | | — | | | | | — | | | | 28,000 | | | | — | | | | | 10,700 | |
Chairman of the Board and | | | 2004 | | | | 160,000 | | | | 32,000 | | | | — | | | | | — | | | | 150,000 | | | | — | | | | | 5,800 | |
Chief Executive Officer2 | | | 2003 | | | | 22,000 | | | | — | | | | 11,500 | | | | | — | | | | — | | | | — | | | | | 100 | |
| | | | | | |
Paul D. Ludwig | | | 2005 | | | | 168,000 | | | | 40,320 | | | | — | | | | | — | | | | 24,000 | | | | | | | | | 18,100 | |
President | | | 2004 | | | | 160,000 | | | | 32,000 | | | | — | | | | | — | | | | 50,000 | | | | — | | | | | 16,300 | |
| | | 2003 | | | | 97,000 | | | | — | | | | 4,000 | | | | | — | | | | 100,000 | | | | — | | | | | 7.000 | |
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Susan A. Schmidt | | | 2005 | | | | 103,000 | | | | 20,444 | | | | — | | | | | — | | | | 20,000 | | | | — | | | | | 18,200 | |
Chief Financial Officer and | | | 2004 | | | | 99,000 | | | | 16,000 | | | | — | | | | | — | | | | — | | | | — | | | | | 14,100 | |
Secretary3 | | | 2003 | | | | n/a | | | | n/a | | | | n/a | | | | | n/a | | | | n/a | | | | n/a | | | | | n/a | |
| | | | | | |
Brock Koren | | | 2005 | | | | n/a | | | | n/a | | | | n/a | | | | | n/a | | | | n/a | | | | n/a | | | | | n/a | |
President and Chief Executive | | | 2004 | | | | 125,000 | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | | — | |
Officer4 | | | 2003 | | | | 155,000 | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | | 86,000 | |
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1 | | Represents amounts paid by the Company on behalf of the named person in connection with the Company’s benefits plans, 401(k) Retirement Plan, vacation pay and car allowance. |
2 | | Mr. Kurtz was appointed to the office of Chief Executive Officer in February 2003, following the resignation of Mr. Koren. Other annual compensation in 2003 reflects Director’s fees paid as part of plans provided to outside directors. |
3 | | Ms. Schmidt joined the Company in March 2000; however, total compensation is not reported for fiscal year 2003, as annual salary and bonus did not exceed $100,000. Ms. Schmidt resigned from her position as Chief Financial Officer and Secretary in March 2005. |
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4 | | Mr. Koren resigned from his position as President in February 2003. Compensation continued through December 2003 under a severance agreement. |
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| | By Order of the Board of Directors |
Camarillo, California July 28, 2005 | | ![(-s- PAUL D. LUDWIG)](https://capedge.com/proxy/DEFA14A/0000950124-05-004461/k96760dak9676003.gif) Paul D. Ludwig |
| | Acting Secretary |