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:
[ ] 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 240.14a-11(c) or 240.14a-12
Advanced Photonix, Inc.
___________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
________________________________________________________________________
(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:
_______________________________________________________________________
Notice of Annual Meeting of Stockholders
To Be Held
August 17, 2001
To the Stockholders of Advanced Photonix, Inc.:
You are invited to attend the Annual Meeting of Stockholders (the "Annual
Meeting") of Advanced Photonix, Inc. (the "Company"), which will be held at the
Company's corporate office, 1240 Avenida Acaso, Camarillo, California, at 10:00
a.m., Pacific time, on August 17, 2001, to consider the following matters:
(1) The election of four Directors to hold office until the next Annual Meeting
of Stockholders and until their respective successors are duly elected and
qualified. The persons nominated by the Board of Directors (Richard D.
Kurtz, Brock Koren, M. Scott Farese, and Stephen P. Soltwedel) are
described in the accompanying Proxy Statement.
(2) The transaction of such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on June 29, 2001 as the
record date for the Annual Meeting. Only stockholders of record of the Company's
Common Stock at the close of business on June 29, 2001 will be entitled to
notice of, and to vote at, the Annual Meeting or any adjournments or
postponements thereof. Shares can be voted at the Annual Meeting only if the
holder is present or represented by proxy.
The accompanying form of proxy is solicited by the Board of Directors of the
Company. Reference is made to the attached Proxy Statement for further
information with respect to the business to be transacted at the Annual Meeting.
A complete list of stockholders entitled to vote at the Annual Meeting shall be
open to the examination of any stockholder, for any purpose germane to the
Annual Meeting, during ordinary business hours, for a period of at least 10 days
prior to the Annual Meeting, at the Company's principal office, 1240 Avenida
Acaso, Camarillo, CA 93012.
Stockholders are cordially invited to attend the Annual Meeting. Whether or not
you expect to attend the Annual Meeting in person, please complete, date and
sign the accompanying proxy card and return it without delay in the enclosed
postage prepaid envelope. Your proxy will not be used if you are present and
prefer to vote in person or if you revoke the proxy.
By Order of the Board of Directors
/s/ Susan A. Schmidt
Susan A. Schmidt
July 16, 2001 Secretary
Proxy Statement
Annual Meeting of Stockholders
August 17, 2001
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Advanced Photonix, Inc., a Delaware corporation
(the "Company"), for use at the 2001 Annual Meeting of Stockholders of the
Company and for any adjournments or postponements thereof (the "Annual Meeting")
to be held at the Company's corporate office, 1240 Avenida Acaso, Camarillo,
California, at 10:00 a.m., Pacific time, on August 17, 2001, for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. A Board
of Directors' proxy (the "Proxy") for the Annual Meeting is enclosed, by means
of which you may vote as to the proposal described in this Proxy Statement.
All Proxies that are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted in
accordance with the stockholder's instructions contained in such Proxy. In the
absence of instructions, shares represented by such Proxy will be voted FOR the
election of the nominees of the Board of Directors for Director. The Board of
Directors is not aware of any business to be presented at the Annual Meeting
except the matters set forth in the Notice and described in the Proxy Statement.
If any other matters come before the Annual Meeting, the persons named in the
accompanying Proxy will vote on those matters in accordance with their best
judgment. A stockholder may revoke his or her Proxy at any time before it is
exercised by filing with the Secretary of the Company at its offices at 1240
Avenida Acaso, Camarillo, CA 93012, either a written notice of revocation or a
duly executed Proxy bearing a later date, or by appearing in person at the
Annual Meeting and expressing a desire to vote his or her shares in person.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders, Proxy and 2001 Annual Report to Stockholders are being sent to
stockholders on or about July 16, 2001.
VOTING SECURITIES
June 29, 2001 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. As of that date, the Company had
outstanding 12,239,339 shares of Class A and Class B Common Stock, $.001 par
value. The presence, in person or by proxy, of stockholders entitled to cast a
majority of votes which stockholders are entitled to cast in the election of
Directors will constitute a quorum for the Annual Meeting. Holders of Class A
and Class B Common Stock are entitled to one vote for each share owned upon all
matters to be considered at the Annual Meeting. As a plurality of votes cast is
required for the election of directors, abstentions and broker non-votes will
have no effect on the outcome of such election.
Brokers holding shares for beneficial owners must vote those shares according to
the specific instructions they receive from beneficial owners. If specific
instructions are not received, brokers may vote those shares in their
discretion, depending on the type of proposal involved. The Corporation believes
that, in accordance with American Stock Exchange rules applicable to such voting
by brokers, brokers will have discretionary authority to vote with respect to
any shares as to which no instructions are received from beneficial owners with
respect to the election of directors. Shares as to which brokers have not
exercised such discretionary authority or received instructions from beneficial
owners are considered "broker non-votes."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 29, 2001, certain information
concerning the holdings of each person who was known by the Company to be the
beneficial owner of more than five percent (5%) of the outstanding shares of
Class A Common Stock of the Company, by each director and executive officer and
by all directors and officers as a group. The outstanding Class B Common Stock
represents less than 0.3% of the total outstanding shares.
Class A Common Stock
------------------------------------------------
Shares Under
Relationship Shares Exercisable Percent
with the Company Owned Options/Warrants(1) Voting(2)
---------------- ----- ------------------- ---------
James A. Delaney III(3) Stockholder 632,800 - 5.0
Richard D. Kurtz(4) Chairman of the Board - 162,500 1.3
Brock Koren(4) Director, President and - 155,000 1.3
Chief Executive Officer
M. Scott Farese(4) Director - 113,500 .9
Stephen P. Soltwedel(4) Director - 112,500 .9
Susan A. Schmidt(4) Chief Financial Officer 500 20,000 .1
and Secretary
Paul Sharman(4) Vice President Operations - 38,500 .3
All Directors & Officers 500 602,000 4.7
as a Group (6 persons)
- ----------------------------------
<FN>
1 Includes shares under options exercisable on June 29, 2001 and options which become exercisable within
60 days thereafter.
2 Represents voting power assuming beneficial owner exercises all exercisable options and warrants.
3 The address of this shareholder is 633 Ardsley Road, Winnetka, IL 60093
4 The address of this shareholder is c/o Advanced Photonix, Inc. 1240 Avenida Acaso, Camarillo, CA 93012.
</FN>
ELECTION OF DIRECTORS
A Board of four Directors of the Company is to be elected at the Annual Meeting,
each to serve, subject to the provisions of the Company's by-laws, until the
next Annual Meeting of Stockholders and until his successor is duly elected and
qualified. It is management's recommendation that the accompanying form of Proxy
be voted FOR the election as Directors of the four persons named below, all of
whom are currently Directors of the Company. The Board of Directors believes
that the nominees named below are willing to serve as Directors. However, in the
event that any of the nominees should become unable or unwilling to serve as a
Director, the Proxy will be voted for the election of such person or persons as
shall be designated by the Directors. The Board of Directors does not have a
nominating committee. After this election, three vacancies will exist on the
Board that are not intended to be filled at this time.
The following persons are nominees for election as Directors:
Name Age Position
---- --- --------
Richard D. Kurtz 49 Chairman of the Board
Brock Koren 37 Director, President and
Chief Executive Officer
M. Scott Farese 44 Director
Stephen P. Soltwedel 54 Director
Set forth below is certain information relating to the other officers of the
Company:
Name Age Position
---- --- --------
Susan A. Schmidt 36 Chief Financial Officer
and Secretary
Paul Sharman 43 Vice President, Operations
Richard D. Kurtz - Chairman of the Board
- ------------------------------------------
Mr. Kurtz became a Director of the Company in February 2000 and was elected
Chairman of the Board in July 2000. He is currently Director of Client Services
and Strategic Planning for Quantum Compliance Systems Inc. Mr. Kurtz joined
Quantum, a privately owned software company specializing in the development and
installation of Environmental Health and Safety Management systems, in July
2001. Prior to joining Quantum, Mr. Kurtz was the Vice President of Sales and
Marketing for Filtertek Inc., an ESCO Technology company for over 13 years.
Brock Koren - Director, President and Chief Executive Officer
- -------------------------------------------------------------
Mr. Koren joined the Company in July 1998 and was promoted from Vice President,
Sales and Marketing to President and Chief Executive Officer in October 1999, at
which time he also became a Director of the Company. From 1992 until 1998, he
was employed by Hamamatsu, a leading manufacturer of devices for generation and
measurement of infrared, visible, and ultraviolet light, as a Regional Sales
Engineer. In addition to his position on the API Board of Directors, Mr. Koren
also serves as a Director for BioCal, a privately held company located in
southern California, specializing in DNA Parentage testing and DNA Souvenir.
M. Scott Farese - Director
- --------------------------
Mr. Farese became a director of the Company in August 1998. He is currently a
Business Unit Director for Filtertek Inc. Mr. Farese joined Filtertek in 1991.
Filtertek, a subsidiary of ESCO Technologies, is the largest worldwide producer
of custom filtration products and fluid control devices and the world's largest
manufacturer of custom molded filter elements.
Stephen P. Soltwedel - Director
- -------------------------------
Mr. Soltwedel became a director of the Company in February 2000. Since 1972, he
has been employed by Filtertek, Inc. and is currently Vice President and Chief
Financial Officer. Prior to joining Filtertek, Mr. Soltwedel was employed by the
public accounting firm of Baillies Denson Erickson & Smith in Lake Geneva, WI.
Susan A. Schmidt, Chief Financial Officer and Secretary
- -------------------------------------------------------
Ms. Schmidt joined the Company in March 2000. From 1997 to 2000, she was
Director of Finance - Amphitheaters for SFX Entertainment, Inc. in Encino, CA.
SFX is a New York-based promoter and producer of live entertainment events. From
1992 to 1997 she was Controller for Revchem Plastics, Inc., a full-line
distribution company serving the reinforced plastics industry, and Durall
Plastics, Inc., Revchem Plastics Inc.'s sister manufacturing company in Rialto,
CA.
Paul Sharman, Vice President Operations
- ---------------------------------------
Mr. Sharman joined the Company in June 1990. From 1995 to 1999, he was the
Director of Quality and Reliability. From 1999 to March 2000, he held the
position of Director of Operations, and in March 2000, he was promoted to Vice
President of Operations.
Directors serve annual terms until the next annual meeting of stockholders and
until their successors are elected and qualified. Officers serve at the pleasure
of the Board of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
- --------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors and persons who own more than ten percent of a registered
class of the Company's equity securities (collectively the "Reporting Persons")
to file reports of beneficial ownership and changes in beneficial ownership of
the Company's equity securities with the Securities and Exchange Commission and
to furnish the Company with copies of these reports. Based solely on its review
of the copies of the forms received by it, the Company believes that all of its
officers and directors complied with all filing requirements applicable to them,
except with respect to the late filing of a Form 4 by M. Scott Farese to report
sales of stock in June 2000 and December 2000, both of which were reported in
February 2001.
Meetings and Committees of the Board of Directors
The Board of Directors held seven meetings during the fiscal year ended March
25, 2001 and acted by unanimous consent on one occasion. The Board of Directors
has the following standing committees: Compensation Committee and Audit
Committee. The Compensation Committee was established to evaluate directors and
management compensation plans as well as the Company's stock option and
incentive plans. The Compensation Committee did not meet during fiscal 2001;
rather, all compensation matters were decided during the regular board meetings.
The members of the Compensation Committee are Mr. Farese and Mr. Kurtz.
The Audit Committee is comprised of three independent directors: Mr. Soltwedel,
Mr. Kurtz and Mr. Farese. All of the members of the Audit Committee are
independent directors as defined by Rule 4200(a)(15) of the National Association
of Securities Dealers listing standards. The Audit Committee held three regular
meetings during the fiscal year ended March 25, 2001. As set forth in the Audit
Committee Charter, a copy of which is attached as Exhibit A, the Audit Committee
is responsible for, among other things, (a) reviewing the professional services
and independence of the independent auditors, (b) ensuring that the scope of the
annual external audit is sufficiently comprehensive, (c) reviewing, in
consultation with the independent auditors, the plan and results of the annual
audit and the adequacy of the Company's internal control systems and (d)
reviewing the results of such audit.
Audit Committee Report
The Audit Committee oversees Advanced Photonix's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the system of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Annual Report on Form
10-KSB with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards. In addition, the Audit Committee
has discussed with the independent auditors the auditors' independence from
management and the Company including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
nonaudit services with the auditors' independence.
The Audit Committee discussed with Advanced Photonix's independent auditors the
overall scope and plans for their audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of Advanced Photonix's internal
controls and the overall quality of Advanced Photonix's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board of Directors has
approved) that the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended March 25, 2001 for filing with the Securities
and Exchange Commission. The Audit Committee and the Board of Directors have
also recommended the selection of Advanced Photonix's independent auditors.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Mr. Stephen P. Soltwedel
Mr. Richard D. Kurtz
Mr. M. Scott Farese
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the Company
for services rendered to the Company's Chief Executive Officer and to each of
the other executive officers of the Company whose cash compensation exceeded
$100,000 for services rendered during the last three fiscal years.
SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- ----------
Other Securities
Annual Restricted Underlying LTIP All Other
Fiscal Salary Bonus Compensation Stock Awards Options Payouts Compensation
Name and Principal Position Year ($) ($) ($)(1) ($) (#) ($) ($)(2)
- --------------------------- ---- ---- ---- ----------- ---- ---- ---- ----
2001 - - 10,000 - 150,000 - -
Richard D. Kurtz 2000 - - 5,000 - 25,000 - -
Chairman of the Board 1999 - - - - - - -
- ------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- --------------
Brock Koren 2001 175,000 - - - 50,000 - 9,400
President and Chief Executive 2000 175,000 12,500 - - 200,000 - 8,600
Officer 1999 135,000 - - - 100,000 - 5,300
- ------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- --------------
Hayden Leason 2001 - - - - - - -
Chairman of the Board and 2000 - - - - - - -
Chief Executive Officer(3) 1999 - - - - 1,000 - -
- ------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- --------------
<FN>
1 For independent directors, represents amounts paid by the company as directors' fees.
2 Represents amounts paid by the Company on behalf of the named person in connection with the Company's 401(k) Retirement
Plan, vacation pay and car allowance.
3 Mr. Leason resigned as Chairman of the Board and Chief Executive Officer in October 1997, was re-elected as Chairman of
the Board in October 1999 and subsequently resigned as a Director and Chairman of the Board in July 2000.
</FN>
Employment Agreements
The Company has an employment and termination agreement with the Chief Executive
Officer, under which the employee may receive severance pay through the end of
the term of the contract or up to twelve months.
Stock Options
The following table sets forth certain information concerning stock options
granted to the persons named in the Summary Compensation Table during the last
fiscal year.
Option Grants in Fiscal 2001
Individual Grants
Number of % of Total
Securities Options Granted Exercise or
Underlying to Employees in Base Price Expiration
Name(1) Options Fiscal Year ($/Sh) Date
Granted (#)
- --------------------------------- ------------------- ------------------- --------------------- ----------------------
Richard D. Kurtz 150,000 28% $3.1875 08/25/10
Brock Koren 50,000 9% $3.1875 08/25/10
Hayden Leason - - - -
- -------------------------------------------
<FN>
1 See "Summary Compensation Table" for principal position.
</FN>
The following table sets forth certain information concerning stock options
exercised by the persons named in the Summary Compensation Table during the last
fiscal year and unexercised stock options held by such persons at the end of the
fiscal year.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
Number of Securities Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired on Value at Fiscal Year End (#) at Fiscal Year End ($)
Name(1) Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------ ------------ ------------ ------------------------------- -------------------------
Richard D. Kurtz - - 162,500/12,500 -/-
Brock Koren - - 115,000/210,000 $4,000/$15,000
Hayden Leason - - -/- -/-
<FN>
1 See "Summary Compensation Table" for principal position.
</FN>
Compensation of Directors
In October 1995, the Board of Directors eliminated the accrual or payment of all
fees including all annual fees, meeting fees and any payment for services as the
Chairman or Member of any Committee of the Board of Directors except for
reasonable travel expenses. In March 2000, the Board of Directors voted to
re-establish a directors' fee in the amount of $2,500, payable to each director,
for each meeting attended. The fee is paid to each non-employee director, with
the exception of Hayden Leason, former Chairman of the Board, who voluntarily
waived his fee during his tenure. In addition, all directors, including employee
directors, are reimbursed for reasonable travel expenses incurred in connection
with their attending meetings of the Board of Directors and committees. In
January 1998, the Board reinstated participation in the 1991 Special Directors
Stock Option Plan, which had also been suspended in October 1995, other than
initial grants for new directors. Each of the directors who is not an employee
of the Company is eligible for grants of stock options upon their appointment to
the Board of Directors and on an annual basis so long as they remain on the
Board under the 1991 Special Directors Stock Option Plan. Directors are also
eligible for discretionary stock option grants under the Company's 2000 Stock
Option Plan. Directors who are also officers of the Company or its affiliates do
not receive cash compensation in consideration for their services as directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Executive Compensation".
RELATIONSHIP WITH INDEPENDENT AUDITORS
On March 24, 2000, the Board of Directors elected to change independent
accountants and voted to replace Arthur Andersen LLP with Farber & Hass LLP as
the Company's independent auditor. In connection with its audits for the two
most recent fiscal years, there have been no disagreements between the Company
and Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. In addition, the
reports of Arthur Andersen LLP on the Company's financial statements contained
no adverse opinions or disclaimers and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
Farber & Hass LLP, independent auditors, audited the Company's financial
statements for fiscal years 2000-2001, and have been selected to audit the
Company's financial statements for fiscal year 2002. Representatives of Farber &
Hass are expected to be present at the Annual Meeting to respond to appropriate
questions from stockholders and to make a statement if they desire to do so.
Independent Auditor Fees
The following table sets forth the aggregate fees billed to the Company for the
fiscal year ended March 25, 2001, by the Company's independent auditor, Farber &
Hass LLP.
Audit Fees $ 34,605
Financial Information Systems
Design and Implementation Fees $ -0-
All Other Fees $ 9,283
-----------
Total Fees $ 43,888
The Audit Committee has considered and determined that the provision of services
described above under "All Other Fees" is compatible with maintaining the
auditor's independence.
EXPENSES
The entire cost of preparing, assembling, printing and mailing the Proxy
Statement, the enclosed Proxy, Annual Report and other materials, and the cost
of soliciting Proxies with respect to the Annual Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The solicitation of Proxies by mail may be supplemented by
telephone and telegram by officers and other regular employees of the Company,
but no additional compensation will be paid to such individuals.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders in 2002 must be received at the Company's principal executive
office no later than March 18, 2002.
By Order of the Board of Directors
/s/ Susan A. Schmidt
Camarillo, California Susan A. Schmidt
July 16, 2001 Secretary
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY
STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED MARCH 25, 2001 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO, BUT EXCLUDING EXHIBITS). SUCH REQUESTS SHOULD BE DIRECTED TO
CORPORATE SECRETARY, 1240 AVENIDA ACASO, CAMARILLO, CALIFORNIA 93012.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ADVANCED PHOTONIX, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 17, 2001
The undersigned hereby constitutes and appoints Richard D. Kurtz and M. Scott
Farese or any one of them, as proxies, with full power of substitution, to vote
all shares of stock of Advanced Photonix, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be held at the Company's Corporate
office, 1240 Avenida Acaso, Camarillo, California, at 10:00 o'clock A.M.,
Pacific Time, on August 17, 2001, or at any adjournments or postponements
thereof:
(1) Election of Directors
FOR all nominees listed below (except as marked to the contrary below) / /
WITHHOLD AUTHORITY to vote for all nominees listed below / /
Richard D. Kurtz, Brock Koren, M. Scott Farese, Stephen P. Soltwedel
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the above list.)
(2) To transact such other business as may properly come before the meeting or
any adjournment or postponements thereof.
(PLEASE SIGN ON REVERSE SIDE)
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED, OR IF NO
SPECIFICATIONS ARE MADE, WILL BE VOTED BY THE PROXIES FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER
MATTER AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF MEETING AND ANNUAL
REPORT FURNISHED HEREWITH.
Dated:_____________________, 2001
_________________________________
Signature of Stockholder
_________________________________
Signature of Stockholder
Note: When signing as attorney-in-fact, executor, administrator, trustee or
guardian, please add your title as such, and if signer is a corporation, please
sign with full corporate name by duly authorized officer or officers and affix
the corporate seal. Where stock is issued in the name of two or more persons,
all such persons should sign. Please date, sign and return in the enclosed
envelope promptly.
EXHIBIT A
ADVANCED PHOTONIX, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
I. PURPOSE
The primary function of the Audit Committee is to represent the Board of
Directors in fulfilling its oversight responsibilities by:
1) Reviewing the financial reports and other financial and related information
released by the Corporation to the public, or in certain circumstances
governmental bodies;
2) Reviewing the Corporation's system of internal controls regarding finance,
accounting, business conduct and ethics and legal compliance that
management and the Board have established;
3) Reviewing the Corporation's accounting and financial reporting processes;
4) Reviewing and appraising with management the performance of the
Corporation's independent auditors;
5) Providing an open avenue of communication between the independent auditors
and the Board of Directors.
II. COMPOSITION
The Audit Committee shall be comprised of three directors, each of whom shall be
independent directors and free from any relationship that, in the opinion of the
Board, would interfere with the exercise of his or her independent judgment as a
member of the Committee.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and at least one member of the Committee shall have
accounting or financial management expertise or other financial literacy.
The members of the Committee shall be elected or reappointed by the Board
annually for a one year term. A Chairperson shall be appointed by the Board.
III. MEETINGS
The Committee will meet at least two times annually and be available to meet
more frequently as circumstances dictate. Scheduled meetings of the Audit
Committee are (a) to review and approve the scope of the annual audit to be
performed by the Corporation's independent auditors and (b) to review and
discuss the results of the audit and the Company's 10-K report, prior to its
filing. In addition, the Committee Chairperson should meet with the independent
auditors and senior management periodically to review the Corporation's
financial statements, 10-Q reports and other relevant interim reports before
release and/or filing. Incidental to any of these regularly scheduled meetings,
the Committee should meet, if necessary, with management and the independent
auditors in separate executive sessions to discuss any matters that the
Committee and each of these groups believe should be discussed privately.
IV. COMPENSATION
The members of the Audit Committee shall be compensated for participation at
Committee meetings as provided by the Board, and shall be reimbursed for
expenses incurred in connection with their service on the Committee.
V. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
1) Review and update this Charter annually, as conditions dictate.
2) Review the Corporation's annual financial statements and other reports and
financial and related information released to the public, or in certain
circumstances governmental bodies, including any certification, report,
opinion or review rendered by the independent auditors.
3) Review with financial management and the independent auditors each
quarterly earnings release and 10-Q prior to its filing. The Chairperson of
the Committee may represent the entire Committee for purposes of this
review.
4) Review with independent auditors the recommendations included in their
management letter, if any, and their informal observations regarding the
adequacy of overall financial and accounting procedures of the Corporation.
On the basis of this review, make recommendations to senior management for
any changes that seem appropriate.
5) Prepare the minutes of each meeting, distribute to all members of the Board
of Directors and provide periodic summary reports to the Board of
Directors. The permanent file of the minutes will be maintained by the
Secretary of the Corporation.
Independent Auditors
6) Review with management and recommend to the Board of Directors the
selection of the independent auditors. On an annual basis, the Committee
will review and discuss with the auditors all significant relationships,
including non-audit services proposed or performed, the auditors have with
the Corporation to determine the auditors' independence.
7) Review the fees, expenses and performance of the independent auditors.
8) Annually consult with the independent auditors out of the presence of
management about internal controls and the fullness and accuracy of the
Corporation's financial statements.
Financial Reporting Process
9) In consultation with the independent auditors, review the integrity of the
Corporation's financial reporting process, both internal and external.
10) Review and consider the independent auditors' judgments about the
appropriateness of the Corporation's accounting principles as applied in
its financial reporting.
11) Review and consider major changes to the Corporation's accounting
principles and practices as proposed by management of the independent
auditors.
Process Improvement
12) Establish regular reporting to the Audit Committee by management and the
independent auditors regarding any principal/critical risks, emerging or
developing issues and significant judgments made or to be made in
management's preparation of the financial statements.
13) Following completion of the annual audit, review separately with management
and the independent auditors any significant difficulties encountered
during the course of the audit, including any restrictions on the scope of
work or access to required information.
14) Review any significant disagreement among management and the independent
auditors in connection with the preparation of the financial statements.
15) Review with the independent auditors and management the extent to which
changes or improvements in financial or accounting practices, as approved
by the Audit Committee, have been implemented.
Ethical and Legal Compliance
16) Review the Corporation's operations and determine whether management has
established and maintains effective programs and processes.
17) Review management's programs and processes for risk management and
protection of the Corporation's assets and business.
18) Review management's monitoring of the Corporation's compliance with the
above programs to ensure that management has the review systems in place to
help ensure that the Corporation's financial statements, reports and other
financial information disseminated to governmental organizations and the
public satisfy legal requirements.
19) Review, with the Corporation's counsel, legal compliance matters, including
corporate securities trading policies.
20) Review, with the Corporation's counsel, any legal matter that could have a
significant impact on the Corporation's financial statements.
21) Perform any other activities consistent with this Charter, the
Corporation's By-Laws and government law, as the Committee or the Board
deems necessary or appropriate.