TECH/OPS SEVCON, INC.
40 North Avenue
Burlington, Massachusetts 01803
December 19, 2001
BY DIRECT TRANSMISSION
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Tech/Ops Sevcon, Inc.
Definitive Proxy Material
Pursuant to Rule 14a-6(b) under the Securities Exchange Act
of 1934 and Rule 101(a)(1)(iii) of Regulation S-T, Tech/Ops
Sevcon, Inc. hereby files by direct transmission a definitive
copy of the proxy statement and form of proxy for its 2001 Annual
Meeting of Stockholders. In accordance with the Note to Rule
14a-4(a)(3), the form of proxy is filed as Appendix A to the
proxy statement. It is expected that the definitive proxy state-
ment and proxy will be sent to stockholders on or about December
28, 2001.
Yours very truly,
/s/ Paul A. McPartlin
-----------------
Paul A. McPartlin
Treasurer
cc: David R. Pokross, Jr., Esq.
American Stock Exchange (3 copies)
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Check the Appropriate Box
[X] Definitive Proxy Statement
Tech/Ops Sevcon, Inc.
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(Name of Registrant as Specified in its Charter
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
TECH/OPS SEVCON, INC.
40 NORTH AVENUE, BURLINGTON, MASSACHUSETTS 01803
TELEPHONE (781) 229-7896
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the annual meeting of the stockholders
of Tech/Ops Sevcon, Inc., a Delaware corporation, will be held
at the offices of Palmer & Dodge LLP, 20th Floor, 111 Huntington Avenue
at Prudential Center, Boston, Massachusetts, at 5:00 p.m. on Tuesday,
January 22, 2002 for the following purposes:
1. To elect two directors to hold office for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on December
6, 2001 are entitled to notice of the meeting or to vote thereat.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE
YOUR PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND
WISH TO VOTE IN PERSON, YOUR PROXY WILL NOT BE USED.
By order of the Board of Directors,
DAVID R. POKROSS, JR.
Secretary
Dated December 28, 2001
PROXY STATEMENT
APPROXIMATE DATE OF MAILING: DECEMBER 28, 2001
INFORMATION CONCERNING THE PROXY SOLICITATION
The enclosed proxy is solicited by and on behalf of the Board of
Directors of Tech/Ops Sevcon, Inc. (the "Company") for use at the annual
meeting of stockholders of the Company to be held on January 22, 2002 at
5:00 p.m. at the offices of Palmer & Dodge LLP, 20th Floor, 111 Huntington
Avenue at Prudential Center, Boston, Massachusetts, or any adjournments or
postponements thereof. It is subject to revocation at any time prior to the
exercise thereof by giving written notice to the Company, by submission of a
later dated proxy or by voting in person at the meeting. The costs of
solicitation, including the preparation, assembly and mailing of proxy
statements, notices and proxies, will be paid by the Company. Such
solicitation will be made by mail and in addition may be made by the
officers and employees of the Company personally or by telephone or
telegram. Forms of proxies and proxy material may also be distributed,
at the expense of the Company, through brokers, custodians and other
similar parties to beneficial owners.
On December 6, 2001, the Company had outstanding 3,109,620 shares of
Common Stock, $.10 par value, which is its only class of voting
stock. Stockholders of record at the close of business on December 6,
2001 will be entitled to vote at the meeting. With respect to all
matters which will come before the meeting, each stockholder may cast
one vote for each share registered in his name on the record date. The
shares represented by every proxy received will be voted, and where a
choice has been specified, the shares will be voted in accordance with
the specification so made. If no choice has been specified on the proxy,
the shares will be voted FOR the election of the nominees as directors.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table provides information as to the ownership of the
Company's Common Stock as of December 6, 2001 by (i) persons known to
the Company to be the beneficial owners of more than 5% of the Company's
outstanding Common Stock, (ii) the executive officers named in the
Summary Compensation Table below, and (iii) all current executive
officers and directors of the Company as a group. Beneficial ownership
by individual directors is shown in the table on pages 3 and 4 below.
Amount
Name and Address Beneficially Percent
of Beneficial Owner Owned (1) of Class
Dr. Marvin G. Schorr............................. 356,278 (2) 11.5%
330 Beacon Street
Boston, MA 02116
Bernard F. Start................................. 234,477 (2) 7.5%
Dotland Grange
Hexham, NE46 2JY, United Kingdom
Dimensional Fund Advisors, Inc................... 169,900 (3) 5.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Wellington Management Company, LLP............... 272,600 (4) 8.8%
75 State Street
Boston, MA 02109
Matthew Boyle..................................... 21,400 (5) #
Tech/Ops Sevcon, Inc.
40 North Avenue
Burlington, MA 01803
All current executive officers and
directors as a group (7 persons)............... 792,360 (7) 25.1%
# Less than 1%
(1) Unless otherwise indicated, each owner has sole voting and
investment power with respect to the shares listed.
(2) Includes 2,000 shares subject to stock options exercisable
within sixty days.
(3) As reported on Schedule 13G filed with the Securities and
Exchange Commission on February 4, 2001.
(4) As reported on Schedule 13G filed with the Securities and
Exchange Commission on February 14, 2001. Wellington
Management Company, LLP, stated that it had shared voting
power over 157,000 shares and no sole voting power
and shared investment power over 272,600 shares
(5) Includes 20,000 shares subject to stock options exercisable
within sixty days.
(6) Includes 12,000 shares subject to stock options exercisable
within sixty days.
(7) Includes 42,000 shares subject to stock options exercisable
within sixty days.
ELECTION OF DIRECTORS
The Company's Board of Directors has fixed the number of directors
at six, effective at the annual meeting. Members of the Board of
Directors are divided into three classes serving staggered three-year
terms. The terms of two of the Company's current directors, Matthew
Boyle and C. Vincent Vappi, expire at the annual meeting. Mr. Boyle
and Mr. Vappi are the Board's nominees for re-election to three-year
terms by the stockholders at the annual meeting. The Company is not
presently aware of any reason that would prevent any nominee from
serving as a director if he is elected. If a nominee should become
unavailable for election, the proxies will be voted for another nominee
selected by the Board.
Pursuant to the Company's by-laws, directors will be elected by a
plurality of the votes properly cast at the annual meeting. Abstentions,
votes withheld and broker non-votes will not be treated as votes cast
and will not affect the outcome of the election. A "broker non-vote"
occurs when a broker holding a customer's shares indicates on the proxy
that the broker has not received voting instructions on a matter from
the customer and is barred by applicable rules from exercising
discretionary authority to vote on the matter.
The following table contains information on the two nominees for
election at the annual meeting and each other person whose term of office
as a director will continue after the meeting. The nominees for election
at the meeting are indicated by an asterisk.
Has Been No. of
a Director Common
of the Shares
Company of the Company
or its Owned
Business Experience Predeces- Beneficially on
During Past sor December 6,
Term Five Years and Tech/Ops, 2001
Name Expires Other Directorships Inc. and Percent
Since of Class (1)
* Matthew Boyle (4) 2002 President and Chief 1997 21,400
Age - 39 Executive Officer of (#)
the Company since (2)
November 1997. Vice
President and Chief
Operating Officer of
the Company from
November 1996 to
November 1997.
Paul B. Rosenberg 2003 Former Treasurer of the 1988 86,480
(4)(5) Company. He is a director (2.8%)
Age - 69 of Landauer, Inc., Glenwood, (3)
Illinois, a provider of
personnel dosimetry services.
Dr. Marvin G. Schorr 2004 Chairman of the Company's 1951 356,278
(4)(6) Board of Directors since (11.5%)
Age - 76 January 1988. Previously (3)
Chairman of the Board of
Directors and President of
Tech/Ops, Inc., the
Company's predecessor. Dr.
Schorr is Chairman of
Helix Technology Corporation,
Mansfield, Mass., a manu-
facturer of cryogenic
equipment.
Bernard F. Start 2003 Vice-Chairman of the Board 1988 234,477
Age - 63 since November 1997. (7.5%)
President and Chief (3)
Executive Officer of the
Company from January 1988
to November 1997.
David R. A. Steadman 2004 President of Atlantic 1997 5,000
(5)(6) Management Associates, ( # )
Age - 64 Inc., a management (3)
services firm, since 1988.
Chairman of Brookwood
Companies Incorporated,
a director of Aavid Thermal
Technologies, Inc., a manu-
facturer of thermal manage-
ment products and a director
of several privately held
companies.
* C. Vincent Vappi 2002 Until May 1991, Chairman 1971 10,150
(5)(6) and Chief Executive ( # )
Age - 75 Officer of Vappi & Company, (3)
Inc., Cambridge, Mass., a
general building contractor.
(#) Less than 1%
(1) Unless otherwise indicated, each director has sole voting
and investment power with respect to the shares listed.
(2) Includes 20,000 shares subject to stock options exercisable
within sixty days.
(3) Includes 2,000 shares subject to stock options exercisable
within sixty days.
(4) Member of the Executive Committee.
(5) Member of the Audit Committee.
(6) Member of the Compensation Committee.
During the fiscal year ended September 30, 2001, the Board of
Directors held a total of six meetings. All directors attended more
than 75% of the total number of meetings of the Board of Directors
and all committees of the Board on which the director served.
Committees of the Board
The Board of Directors has an Audit Committee and a Compensation
Committee and does not have a Nominating Committee.
Audit Committee. The Audit Committee, which met twice during the
fiscal year ended September 30, 2001, is composed of three directors
each of whom is independent as defined by applicable American Stock
Exchange listing standards. The Committee selects and evaluates the
Company's independent auditors, reviews the audited financial statements
and discusses the adequacy of the Company's internal controls with
management and the auditors. The Committee operates under a written
charter adopted by the Board.
Compensation Committee. The Compensation Committee, which met once
during the fiscal year ended September 30, 2001, reviews and recommends
to the Board the annual salary, bonus, stock options and other benefits
of the senior executives. The Committee also administers the Company's
Equity Incentive Plan.
Director Compensation
Directors of the Company (except Mr. Boyle) are each paid $14,500 a
year for their services. The Chairmen of the Audit Committee (Mr.
Rosenberg in 2001) and Compensation Committee (Mr. Steadman in 2001), each
receive an additional $1,000 a year. In addition, a company controlled
by Mr Steadman received $9,000 in fees, plus out-of-pocket expense
reimbursement, for overseas management consulting services provided to the
Company during fiscal 2001.
Under the Company's 1998 Director Stock Option Plan, on January 28,
1998, Messrs. Rosenberg, Schorr, Start, Steadman and Vappi were each
granted an option for 5,000 shares of Common Stock at a price of
$15.1875 per share, the fair market value of the Common Stock at that
date. All of the director options will expire 90 days after the tenth
anniversary of the date of grant and will become exercisable in equal
500 share amounts on each of the first ten anniversaries of the date of
grant. All outstanding options issued under the Plan become immediately
exercisable in full in the event of a "Change in Control" of the Company
(as defined in the Plan).
EXECUTIVE COMPENSATION
The following tables provide information for the last three fiscal
years concerning the compensation of the only executive officer of the
Company whose total compensation exceeded $100,000 in the most recent
fiscal year, and the value of unexercised stock options held by him at
the end of such years.
Summary Compensation Table
Long-Term
Name and Principal Fiscal Annual Compensation Compensation
Position Year Awards
Other Annual Securities
Salary Bonus Compensation Underlying
(a) Options
Matthew Boyle........ 2001 $182,750 $ - - -
President and Chief 2000 $172,500 $ 17,500 - 10,000
Executive Officer 1999 $157,500 $ - - -
Option Grants in Last Fiscal Year
No stock options were granted to the named executive officer of the
Company during the fiscal year ended September 30, 2001:
Fiscal Year-End Option Values
Number of
Securities
Underlying Value of
Unexercised Unexercised
Options In-the-Money Options
At 9/30/2001 at 9/30/2001 (a)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
Matthew Boyle................. 15,000/35,000 $ -/$ -
(a) Based on the difference between the option exercise price and the
closing price of the underlying Common Stock on September 30, 2001, which
closing price was $8.40 per share.
No named executive officer of the Company exercised any stock options
during the last fiscal year.
Retirement Plan
Mr. Boyle participates in the Company's U.K. Retirement Plan, a defined
benefit plan, under which benefits at age 65 are based upon 1/60th of final
U.K. - base salary (as defined) for each year of service, subject to a
maximum of 2/3rds of final U.K. - based base salary. A spouse's pension of
50% of the employee's pension is payable beginning at the death of the
employee either before or during retirement. Pension payments escalate by at
least 3% per year, compounded, and at a higher rate in certain circumstances.
The employee contributes 4% of base salary, with the balance of the cost being
met by the Company.
The following table sets forth information concerning the annual benefits
payable to the employees pursuant to the U.K. Retirement Plan upon retirement
at age 65 for specified compensation levels and years of service
classifications. Benefits under the U.K. Retirement Plan are computed solely
on the U.K. base salary of participants, exclusive of bonuses, incentive and
other compensation, and are not reduced on account of U.K. Social Security
entitlement.
U.K. Retirement Plan Table
Average Annual Earnings Estimated Annual Pension Based on
on which Years of Service Indicated
Retirement
Benefits are Based 15 years 20 years 25 years 30 years
$ 100,000 $ 25,000 $ 33,400 $ 41,700 $ 50,000
125,000 31,300 41,700 52,100 62,500
150,000 37,500 50,000 62,500 75,000
175,000 43,800 58,300 72,900 87,500
200,000 50,000 66,700 83,300 100,000
225,000 56,300 75,000 93,800 112,500
250,000 62,500 83,300 104,200 125,000
275,000 68,800 91,700 114,600 137,500
300,000 75,000 100,000 125,000 150,000
Credited years of service at September 30, 2000 were 5 for Mr. Boyle. The
compensation of Mr. Boyle is entirely U.K. based.
COMPENSATION COMMITTEE REPORT
The Company's compensation program is designed to motivate and retain
employees by encouraging and rewarding performance. The program is
administered by the Compensation Committee of the Board of Directors (the
"Committee"), consisting of three independent directors who are not employees
of the Company. The Committee regularly reviews and approves generally all
compensation and fringe benefit programs of the Company, and also reviews and
determines the base salary and incentive compensation of the executive
officers, as well as stock option grants to all employees. All compensation
actions taken by the Committee are reported to the full Board of Directors,
which, excluding employee directors, approves the actions of the Committee.
The Committee also reviews and makes recommendations to the Board on
policies and programs for the development of management personnel, as well
as management structure and organization. The Committee administers the
Company's Equity Incentive Plan.
The Company believes that stock options are an important incentive to
motivate executive officers and other key employees for improved long-term
performance of the Company. The Company considers stock ownership, options
currently held and options previously granted when granting options although
there are no specific levels of ownership for such grants. No options were
granted in fiscal 2001 because, taking into account the Company's
performance, outstanding options were considered adequate.
The Committee believes that the combination of salary and incentive
compensation is the best method for compensating its executive officers and
senior managers to promote uniform excellence, long-term commitment and team
performance. Management salaries are determined based upon individual
performance, level of responsibility and experience. The Committee reviews
these salaries annually and measures them against compensation data obtained
from published compensation surveys and surveys that the Committee makes of a
group of peer companies. The Committee believes that the salaries of the
Company's executive officers are in the mid-range of these surveys. The peer
companies are generally of about the same size as the Company and are in
technical, rather than consumer or distribution fields. The Company believes
that its competitors for executive talent are not necessarily companies which
engage in the same business as the Company and, therefore, the companies used
for comparative compensation purposes differ from the companies included in
the Industrial Controls Industry Index.
The recommended base salary and incentive compensation award for the
President is determined each year by the Committee based upon its subjective
assessment of the overall financial performance of the Company and the
performance of the President relative to corporate objectives and other
factors. Mr. Boyle's base salary during fiscal 2001 increased to $185,000, up
5% from the prior year. The increase was consistent with the general increase
in salaries of the Company's employees. In November 2001 Mr Boyle was granted
options to purchase 10,000 shares of common stock in lieu of a bonus for
performance in fiscal 2001.
Members of the Compensation Committee
Marvin G. Schorr
David R. A. Steadman, Chairman
C. Vincent Vappi
PERFORMANCE GRAPH
The following graph compares the cumulative total return (change in stock
price plus reinvested dividends) assuming $100 invested in the Common Stock of
the Company, in the American Stock Exchange ("AMEX") Market Value Index, and
in the Media General Industrial Controls Sector Index during the period from
September 30, 1996 through September 30, 2001.
Value of Investment at September 30,
1996 1997 1998 1999 2000 2001
Tech/Ops Sevcon, Inc. 100 72 97 67 80 66
AMEX Market Value Index 100 182 130 143 160 215
Media General Industrial Controls
Sector Index 100 122 106 124 148 81
Assume $100 invested on September 30, 1996 in each of the Company's
Stock, the AMEX Market Value Index, and the Media General Industrial
Controls Sector Index.
AUDIT COMMITTEE REPORT
In the course of its oversight of the Company's financial reporting
process, the Audit Committee of the Board of Directors has (i) reviewed and
discussed with management the Company's audited financial statements for the
fiscal year ended September 30, 2001, (ii) discussed with Arthur Andersen LLP,
the Company's independent auditors, the matters required to be discussed by
Statement on Accounting Standard No. 61, Communication with Audit Committees,
and (iii) received the written disclosures and the letter from Arthur Andersen
LLP required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and discussed with Arthur Andersen LLP its
independence.
Based on the foregoing review and discussions, the Committee recommended
to the Board of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended September 30, 2001
for filing with the Securities and Exchange Commission.
Members of the Audit Committee
Paul B. Rosenberg, Chairman
David R. A. Steadman
C. Vincent Vappi
AUDITORS
Arthur Andersen LLP, 225 Franklin Street, Boston, Massachusetts, has
served as auditors for the Company and its predecessor Tech/Ops, Inc. since
the latter was formed, and upon recommendation of the Audit Committee, has
been appointed as auditors for the current year. Representatives of Arthur
Andersen LLP are expected to be present at the meeting with an opportunity to
make a statement if they desire to do so and are expected to be available to
respond to appropriate questions.
DEADLINE FOR STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
In order for a stockholder proposal to be considered for inclusion in the
Company's proxy materials for the annual meeting in 2003, it must be received
by the Company at 40 North Avenue, Burlington, Massachusetts 01803, Attention:
Treasurer, no later than August 30, 2002.
ADVANCE NOTICE PROVISIONS FOR
STOCKHOLDER PROPOSALS AND NOMINATIONS
The by-laws of the Company provide that in order for a stockholder to
bring business before or propose director nominations at an annual meeting,
the stockholder must give written notice to the Secretary or other specified
officer of the Company not less than 50 days nor more than 75 days prior to
the meeting, except that if notice thereof is mailed to stockholders or
publicly disclosed less than 65 days in advance, the notice given by the
stockholder must be received not later than the 15th day following the day on
which the notice of such annual meeting date was mailed or public disclosure
made, whichever occurs first. The notice must contain specified information
about the proposed business or each nominee and the stockholder making the
proposal or nomination.
OTHER BUSINESS
The Board of Directors does not know of any business which will come
before the meeting except the matters described in the notice. If other
business is properly presented for consideration at the meeting, the enclosed
proxy authorizes the persons named therein to vote the shares in their
discretion.
Dated December 28, 2001
(FORM OF PROXY CARD) Appendix A
TECH/OPS SEVCON, INC.
Proxy Solicited by the Board of Directors for Annual Meeting
of Stockholders to be held January 22, 2002
The undersigned appoints Marvin G. Schorr, Paul A. McPartlin
and David R. Pokross, Jr. and each of them, the attorneys and
proxies of the undersigned, with power of substitution, to vote
all the shares of Tech/Ops Sevcon, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held
January 22, 2002 at the offices of Palmer & Dodge, 20th Floor,
111 Huntington Avenue at Prudential Center, Boston, Massachusetts
at 5:00 p. m. and at any adjournments thereof.
Please complete, sign and date on reverse side
and mail in enclosed envelope
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_____
\ \ Please mark
\ X \ votes as in
\____\ this example
This proxy will be voted FOR both nominees for Director below
if no contrary instructions are given. The proxies are authorized
to vote in their discretion upon other business that may properly
come before the meeting.
1. ELECTION OF DIRECTORS
Nominees for three-year terms: Boyle, Vappi
For Both Withheld from
Nominees both nominees
\__\ \__\
\__\_______________________
For both nominees except as MARK HERE FOR ADDRESS
noted above CHANGE AND NOTE AT LEFT
\___\
This proxy should be signed by the registered holder. Where
stock is registered in the names of more than one person,
all such persons should sign. When signing as executors,
administrators, trustees, guardians, etc. please indicate
your title as such.
Signature...................... Date.................
Signature...................... Date.................