SCHEDULE 14a
(RULE 14a)
INFORMATION REQUJIRED IN PROXY STATEMENT
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 a Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission(as permitted by Rule the Commission Only
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
UNIROYAL TECHNOLOGY CORPORATION
(Name of Registrant as specified in its charter)
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 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 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:
UNIROYAL TECHNOLOGY CORPORATION
Suite 900
Two North Tamiami Trail
Sarasota, Florida 34236
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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The Annual Meeting of Stockholders of Uniroyal Technology Corporation
will be held at the Union League Club, 38 East 37th Street, New York, New York,
on March 28, 1997 at 10:00 a.m., Eastern Standard Time, for the following
purposes:
1. To elect eight directors for a term of one year, to be
elected by holders of common stock;
2. To consider and take action upon the ratification of the
selection of Deloitte & Touche LLP to serve as the
independent public accountants for the Company for the fiscal
year ending September 28, 1997;
3. To transact such other business as may properly come before
the meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on February 25,
1997 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting. A complete list of stockholders entitled to vote
at the meeting will be available for examination by any stockholder, for any
purpose germane to the meeting, on and after March 18, 1997 during ordinary
business hours at the office of the Secretary of the Company, Two North Tamiami
Trail, Suite 900, Sarasota, Florida.
WHETHER OR NOT YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE, WHICH IS POSTAGE PREPAID IN THE UNITED STATES. PROMPT
RETURN OF THE PROXY WILL ASSURE A QUORUM AND SAVE THE COMPANY UNNECESSARY
EXPENSE.
OLIVER J. JANNEY
Secretary
Dated: February 28, 1997
UNIROYAL TECHNOLOGY CORPORATION
Suite 900
Two North Tamiami Trail
Sarasota, Florida 34236
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PROXY STATEMENT
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This proxy statement and the accompanying form of proxy are being
furnished to the stockholders of Uniroyal Technology Corporation, a Delaware
corporation (the "Company"), on or about February 28, 1997 in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders to be held on March 28, 1997 at 10:00 a.m.,
Eastern Standard Time, at the Union League Club, 38 East 37th Street, New York,
New York, and any adjournment thereof. Any stockholder who executes and delivers
a proxy may revoke it at any time prior to its use by (i) giving written notice
of revocation to the Secretary of the Company, (ii) executing a proxy bearing a
later date, or (iii) appearing at the meeting, giving notice of revocation of
the proxy and voting in person.
Unless otherwise specified, all shares represented by effective proxies
will be voted by the proxy holder in favor of (i) the eight nominees as
directors; and (ii) ratification of the selection of Deloitte & Touche LLP to
serve as the independent public accountants for the Company for the fiscal year
ending September 28, 1997. The Board of Directors does not know of any other
business to be brought before the meeting, but, as to any such other business,
proxies will be voted upon any such matters in accordance with the judgment of
the person or persons acting thereunder.
The cost of soliciting proxies will be borne by the Company. The
Company has retained Corporate Investor Communications, Inc. to assist in the
solicitation of proxies at a fee of $3,500, plus reasonable out-of-pocket
expenses. Original solicitation of proxies by mail may be supplemented by
telephone or telegram, by personal solicitation by directors, officers or other
regular employees of the Company, who will not receive additional compensation
for such services; the cost of any such solicitation is expected to be nominal.
Brokerage houses, nominees, custodians and fiduciaries will be requested to
forward soliciting material to beneficial owners of stock held of record by
them, and the Company, upon request, will reimburse such persons for their
reasonable out-of-pocket expenses in doing so.
1
Only holders of record of outstanding shares of the Common Stock, $.01
par value per share ("Common Stock"), of the Company at the close of business on
February 25, 1997, are entitled to notice of, and to vote at the meeting. Each
stockholder is entitled to one vote for each share held on the record date.
There were 13254,638 shares of Common Stock outstanding and entitled to vote on
February 25, 1997.
When a quorum is present at the meeting, the vote of the holders of a
majority of the stock having voting power present in person or by proxy shall
decide the action proposed in each matter listed in the accompanying Notice of
Annual Meeting of Stockholders except the election of directors, who are elected
by a plurality of all votes cast. Abstentions and broker "non-votes" will be
counted as present in determining whether the quorum requirement is satisfied. A
"non-vote" generally occurs when a nominee holding shares for a beneficial owner
does not vote on a proposal because the nominee has not received instructions as
to such proposal from the beneficial owner and does not have discretionary
powers as to such proposal. The aggregate number of votes entitled to be cast by
all stockholders present in person or represented by proxy at the meeting,
whether those stockholders vote "For" or "Against" or abstain from voting, will
be counted for purposes of determining whether a quorum is present. Abstentions
from voting by stockholders and broker "non-votes" are not counted for purposes
of determining whether a proposal has been approved.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of December 31, 1996, by (a) each person
known to the Company to be the beneficial owner of more than five percent of the
Common Stock, (b) all directors and nominees, (c) the Chief Executive Officer
and the other four most highly compensated executive officers of the Company and
(d) all directors and executive officers of the Company as a group:
2
At December 31, 1996
COMMON STOCK
Name and Address of Number of Shares Owned (2) Percent of Class (3)
Beneficial Owner(1)
- ---------------------- -------------------------- ----------------
Pension Benefit Guaranty 2,271,517 (4) 15.12%
Corporation
Washington, D.C. 20006
Enforcement Counsel for 1,054,832 7.02%
Superfund
United States Environmental
Protection Agency
401 M Street, N.W.
Mail Code LE 134-5
Washington, D.C. 20460
Thomas J. Russell 1,824,820 (5) 12.14%
John A. Porter 477,695 (6) 3.18%
Howard R. Curd 510,140 (7) 3.40%
Robert L. Soran 429,874 (8) 2.86%
George J. Zulanas, Jr. 287,107 (9) 1.91%
Oliver J. Janney 165,889 (10) 1.10%
Martin J. Gutfreund 98,870 (11) (12)
Roland H. Meyer 73,374 (13) (12)
Richard D. Kimbel 58,807 (14) (12)
Curtis L. Mack 22,013 (15) (12)
Peter C.B. Bynoe 10,000 (16) (12)
All directors and executive
officers of the Company
as a group 3,958,589 (17) 26.35%
<FN>
1 The address for all directors and executive officers is c/o the
Company, Two North Tamiami Trail, Suite 900, Sarasota, Florida 34236.
2 Information contained in the table reflects "beneficial ownership" as
defined in Rule 13d-3 under the Securities Exchange Act of 1934. This
table is based on information supplied by directors, officers and
beneficial owners of ten percent or more of the Common Stock and Forms
13D filed with the Securities and Exchange Commission by beneficial
owners of 5% or more of the Common Stock. Unless otherwise indicated,
the stockholders identified in this table have sole voting and
investment power with respect to the shares beneficially owned by
them.
3 Applicable percentages are based on 15,025,620 shares of Common Stock
outstanding, which include shares issued and to be issued pursuant to
the Plan of Reorganization, shares of Common Stock issued as stock
dividends on preferred stock, Common Stock issued in the private
placement on May 31, 1994, Common Stock issued pursuant to exercises
of options under the Company's 1992 Stock Option Plan and shares
issuable pursuant to currently exercisable options under the Company's
stock option plans.
4 Includes 33,136 shares of Common Stock issued as dividends on the Series
B Preferred Stock that had accrued as of December 31, 1996 and were
issued prior to the record date for voting at the 1997 Annual Meeting.
5 Includes 24,115 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's 1992
Non-Qualified Stock Option Plan and 1995 Non-Qualified Stock Option Plan.
6 Includes 22,695 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's 1992 Non-
Qualified Stock Option Plan and 1995 Non-Qualified Stock Option Plan.
7 Includes 384,508 shares of Common Stock issuable pursuant to
currently exercisable options granted under Company's stock option plans.
8 Includes 323,242 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option
plans.
9 Includes 183,796 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option
plans.
10 Includes 145,257 shares of Common Stock issuable pursuant to currently
exercisable options granted under the Company's stock option plans.
11 Includes 83,992 shares of Common Stock issuable pursuant to currently
exercisable options granted under the Company's stock option plans.
12 Less than one percent.
13 Includes 37,374 shares of Common Stock issuable pursuant to currently
exercisable options granted under the Company's 1992 Non-Qualified Stock
Option Plan and 1995 Non-Qualified Stock Option Plan.
14 Includes 30,207 shares of Common Stock issuable pursuant to currently
exercisable options granted under the Company's stock option plans.
15 Consists of Common Stock issuable pursuant to currently exercisable
options granted under the Company's 1992 Non-Qualified Stock Option Plan
and 1995 Non-Qualified Stock Option Plan.
16 Consists of Common Stock issuable pursuant to a currently exercisable
option granted under the Company's 1995 Non-Qulaified Stock Option Plan.
17 Includes 1,267,199 shares of Common Stock issuable pursuant to currently
exercisable options granted under the Company's stock option plans.
</FN>
3
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationships with the PBGC
On account of its claims against the Company's predecessors-in-interest
(the "Predecessor Companies") in bankruptcy proceedings under Chapter 11 of the
United States Bankruptcy Code, the Pension Benefit Guaranty Corporation (the
"PBGC") received the following securities issued by the Company: (a) 1,500,000
shares of Common Stock, (b) a promissory note in the principal amount of
approximately $18,547,000, which has been repaid, (c) a promissory note in the
principal amount of $17,500,000, which has been repaid, (d) 50 shares of the
Company's Series A Preferred Stock, par value $.01 per share (the "Series A
Preferred Stock"), which have been repurchased, and (e) 50 shares of the
Company's Series B Preferred Stock par value $.01 per share (the "Series B
Preferred Stock"), which have been repurchased (collectively with the Series A
Preferred Stock, the "Preferred Stock").
The Common Stock received by the PBGC in connection with the Plan of
Reorganization (the "Plan of Reorganization") of the Predecessor Companies is
subject to certain restrictions on transfer, because the PBGC could be deemed to
be an affiliate of the Company. To provide this shareholder with liquidity for
its Common Stock and the Common Stock into which the Preferred Stock could have
been converted, the Company entered into a Registration Rights Agreement with
the PBGC, effective as of September 27, 1992. The Registration Rights Agreement
grants to the PBGC a single right, with certain limited exceptions, to demand at
any time after September 27, 1993, that the Company register under the
Securities Act of 1933, as amended (the "Securities Act"), primarily at the
Company's expense, all or a portion of the Common Stock held by the PBGC
("Registrable Securities"), provided that such right may be exercised only by a
holder of at least 750,000 shares of Common Stock. The PBGC also has the right
to participate, or "piggyback," in certain equity offerings initiated by the
Company. Under the Registration Rights Agreement, the PBGC will have the right
to include its Registrable Securities in any such registration, subject to the
right of the Company (in the case of a non-underwritten offering) or the
managing underwriter(s) (in the case of an underwritten offering) to reduce the
total amount or kind of securities to be sold to such amount as can be sold
without an adverse effect on the price, timing or distribution of the
contemplated offering. The Registration Rights Agreement may not be assigned
without the prior written consent of the Company.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors and persons who
4
own more than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes of ownership with the
Securities and Exchange Commission (the "S.E.C.") and the Nasdaq National
Market. Officers, directors and greater than ten-percent beneficial owners are
required by S.E.C. regulations to furnish the Company with copies of all reports
that they file with the S.E.C. pursuant to Section 16(a) of the Exchange Act.
Based solely on a review of the copies of such forms furnished to the Company,
the Company believes that during fiscal 1996 its officers, directors and greater
than ten-percent beneficial owners complied with all applicable Section 16(a)
filing requirements, except that Mr. Richard D. Kimbel reported one acquisition
of an option to acquire Common Stock approximately five months late.
ELECTION OF DIRECTORS
Nominees for Director
==============================================================================
NAME AGE POSITION DIRECTOR SINCE
==============================================================================
Peter C.B. Bynoe 45 Director 1992
- ------------------------------------------------------------------------------
Howard R. Curd 58 Chairman of the Board, Chief 1992
Executive Officer and Director
- ------------------------------------------------------------------------------
Richard D. Kimbel 52 Director 1992
- ------------------------------------------------------------------------------
Curtis L. Mack 54 Director 1992
- ------------------------------------------------------------------------------
Roland H. Meyer 69 Director 1992
- ------------------------------------------------------------------------------
John A. Porter 53 Director 1994
- ------------------------------------------------------------------------------
Thomas J. Russell 65 Director 1994
- ------------------------------------------------------------------------------
Robert L. Soran 53 President, Chief Operating 1993
Officer and Director
- ------------------------------------------------------------------------------
Peter C.B. Bynoe is Chairman of the Audit Committee and a member of the
Executive Committee of the Board of Directors. Since 1982, Mr. Bynoe has been
the Chairman and Chief Executive Officer of Telemat Ltd., a project management
and financial services consulting firm he founded. He is also a partner in the
Chicago law firm of Rudnick & Wolfe. Mr. Bynoe also formerly served as the
Executive Director of the Illinois Sports Facilities Authority, a joint venture
of the City of Chicago and the State of Illinois created to build a new Comiskey
Park for the Chicago White Sox. Mr. Bynoe is also a director of JG Industries,
a retailing holding company. Mr. Bynoe was formerly the co-owner and Managing
General Partner of the National Basketball Association's Denver Nuggets. Mr.
Bynoe is also an Overseer of Harvard University.
5
Howard R. Curd was appointed Chief Executive Officer of the Company as
of September 21, 1992. Mr. Curd is also a member of the Executive Committee of
the Board of Directors. Mr. Curd was Chief Executive Officer, President (from
September 1991), Chairman of the Board and a director of The Jesup Group, Inc.,
the parent of the Predecessor Companies ("Jesup"), from 1981 until March 1993.
He is also a director of Emcore Corporation, a U.S.-based international compound
semiconductor equipment and material manufacturer.
Richard D. Kimbel is a member of the Audit, Compensation, Trust Funds
and Executive Committees of the Board of Directors. Mr. Kimbel had been employed
as an engineer by certain of the Predecessor Companies and the Company from 1962
until June 1994, when he became Manager of Human Resources for the Ensolite and
Uniroyal Adhesives and Sealants divisions of the Company. From 1983 to 1986 and
from 1989 to June 1994, Mr. Kimbel was President of the United Rubber Workers,
Local 65. Mr. Kimbel also served as an executive board officer of the United
Rubber Workers International from 1984 to 1987.
Curtis L. Mack is Chairman of the Trust Funds Committee and a member of
the Executive Committee of the Board of Directors. Mr. Mack is an attorney
specializing in labor law. Mr. Mack is currently a partner in Mack, Williams,
Hygood & McLean, a law firm based in Atlanta, Georgia. Mr. Mack was formerly
a partner in Mack & Bernstein, a law firm based in Atlanta, Georgia, from 1983
to 1994.
Roland H. Meyer is Chairman of the Compensation Committee and the
Option Committee and a member of the Executive Committee of the Board of
Directors. Mr. Meyer was elected Vice Chairman of American National Can
Company, a leading manufacturer of metal, glass and plastic packaging products,
in 1987. He was elected Chief Operating Officer of American National Can in
1988 and President in 1989. Mr. Meyer served as President and Chief Operating
Officer of American National Can until his retirement in June 1992. Mr. Meyer
is currently a director of American National Can, a position he has held since
1985, and is a member of American National Can's Executive Committee. Mr. Meyer
also served for various periods as a director of certain subsidiaries of
American National Can. Mr. Meyer has also served as a director and Vice
Chairman of First Commercial Bank of Tampa since 1989.
John A. Porter is a member of the Audit and Executive Committees of the
Board of Directors. Mr. Porter is Vice Chairman of the Board of Directors of
LDDS Worldcom, Inc., a major long distance telephone carrier. He was Chairman
of the Board of Directors of LDDS Communications, Inc. ("LDDS") from 1988 until
its
6
merger with Metromedia Communications in 1993. He served as President and Chief
Executive Officer of Telephone Management Corporation from 1987 until it
was acquired by LDDS in August 1988. Mr. Porter also serves as Chairman of the
Board of Directors and Chief Executive Officer of Phillips & Brooks/Gladwin,
Inc., a manufacturer of pay telephone enclosures and equipment; a
director of Intelligent Electronics Inc., a distributor of computer products;
and Chairman of the Board of Directors and Chief Executive Officer of
Industrial Electric Manufacturing Inc.
Thomas J. Russell is a member of the Compensation, Option, Trust Funds
and Executive Committees of the Board of Directors. Dr. Russell currently serves
as a director of Adidas AG, a German-based international sporting goods
manufacturer; Cordiant PLC, a U.K.-based advertising conglomerate; and Emcore
Corporation, a U.S.-based international compound semiconductor equipment and
material manufacturer. He founded Bio/Dynamics, Inc. in 1961 and managed the
company until its acquisition by IMS International, Inc. in 1973, following
which he served as president of that company's Life Sciences Division. From 1984
he served as a director and subsequently as chairman of IMS until its
acquisition by Dunn & Bradstreet in 1988. From 1988 to 1992 he served as
chairman of Applied Bioscience International, Inc., and served as a director of
that company until 1996.
Robert L. Soran was elected President and Chief Operating Officer of
the Company as of September 21, 1992. Mr. Soran is also a member of the
Executive Committee of the Board of Directors. Mr. Soran was employed by
Plastics Support Corp. ("PSC"), a Predecessor Company, from February 1992 to
September 27, 1992. From September 1991 to February 1992, Mr. Soran was an
independent consultant. Mr. Soran was President and Chief Executive Officer of
Tropicana Products Inc., a fruit beverage processor ("Tropicana"), from 1986
until September 1991, and served as Executive Vice President of Operations of
Tropicana in 1985 and 1986.
The Board of Directors held six meetings during fiscal 1996. The
average attendance by directors at these meetings was 94%, and all incumbent
nominees attended at least 75% of the Board and committee meetings they were
scheduled to attend.
Among the committees of the Board of Directors are an Audit Committee,
a Compensation Committee, an Executive Committee, an Option Committee and a
Trust Funds Committee. The Board of Directors does not have a Nominating
Committee.
7
The Audit Committee recommends to the Board the selection of
independent accountants to audit the annual financial statements of the Company,
reviews the annual financial statements and meets with the Company's Chief
Financial Officer and independent accountants to review the scope and results of
the audit of the financial statements and other matters regarding the Company's
accounting, financial reporting and internal control systems. During fiscal 1996
the Audit Committee met three times. The members of the committee are Messrs.
Bynoe (Chairman), Kimbel and Porter.
The Compensation Committee reviews management's recommendations with
respect to salary and incentive compensation of executive officers and other key
employees, as well as the Company's benefit plans and arrangements other than
Stock Option Plans, and makes recommendations to the Board with respect thereto.
During fiscal 1996 the Compensation Committee met three times. The members of
the Compensation Committee are Messrs. Meyer (Chairman), Kimbel and Russell.
The Option Committee administers all of the stock option plans of the
Company. The members of the Option Committee are Messrs. Meyer (Chairman) and
Russell. The Option Committee, which was established in August 1996, did not
meet during fiscal 1996.
The Trust Funds Committee reviews the Company's handling of trust funds
under its employee benefits plans. During fiscal 1996 the Trust Funds Committee
met twice. The members of the Trust Funds Committee are Messrs. Mack (Chairman),
Kimbel and Russell.
Compensation of Directors
Each director who is not an officer of the Company receives an annual
fee (the "Annual Retainer Fee") of $18,000, plus $1,000 for each meeting of the
Board of Directors attended, $2,500 per annum for service on a committee (except
the chairman of a committee, who receives $3,000 per annum) and $500 to $1,000
for each committee meeting attended, depending upon whether the committee
meeting is held in conjunction with a meeting of the Board of Directors,
independent of a meeting of the Board of Directors or by teleconference. Each
director receives reimbursement of his expenses incurred in attending each
meeting of the Board of Directors or of a committee.
Directors who are not officers of the Company may elect to apply up to
the entire amount of their Annual Retainer Fees and committee retainer fees in
exchange for options to purchase Common Stock pursuant to the 1992 Non-Qualified
Stock Option Plan (the "1992 Non-Qualified Plan"). The 1992 Non-Qualified Plan
provides that Common Stock underlying each option issued
8
pursuant to such Plan may be purchased for 100% of the market price of the
Common Stock on the date of grant. Although the amount of the Annual Retainer
Fee is initially paid for the option, such amount also constitutes 50% of the
consideration payable for the underlying Common Stock. When the Director
exercises the option, the additional 50% of the purchase price of the Common
Stock must be paid in cash by the Director. If the Director does not timely
exercise the option to purchase the Common Stock, the Annual Retainer Fee
applied to acquire the option will be forfeited by the Director. In addition,
each director of the Company has received options to purchase shares of Common
Stock under the 1995 Non-Qualified Stock Option Plan. No director may receive
options to purchase more than an aggregate of 10,000 shares of Common Stock in
any calendar year under all of the Company's stock option plans.
Compensation Committee Interlocks and Insider Participation
Mr. Kimbel, who serves as a member of the Compensation Committee, has
been employed by the Company and certain of its predecessor companies since
1962. Mr. Kimbel had been employed as an engineer by certain of the Predecessor
Companies and the Company from 1962 until June 1994, when he assumed his present
position as Manager of Human Resources for the Ensolite and Uniroyal Adhesives
and Sealants divisions of the Company.
No executive officer of the Company served on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of the Company's Board of Directors or Compensation
Committee.
Executive Officers of the Company
Officers of the Company are appointed to serve until the meeting of the
Board of Directors following the next annual meeting of stockholders or until
their respective successors have been duly elected and qualified. Any officer of
the Company may be removed, pursuant to the Company's By-Laws, with or without
cause, by a vote of a majority of the entire Board of Directors. Any officer of
the Company may resign at any time upon notice to the Company. The following
table sets forth the name, age and position of each executive officer of the
Company:
==============================================================================
NAME AGE POSITION
==============================================================================
Howard R. Curd 58 Chairman of the Board of
Directors and Chief Executive
Officer
- ------------------------------------------------------------------------------
Robert L. Soran 53 Director, President and Chief
Operating Officer
- ------------------------------------------------------------------------------
George J. Zulanas, Jr. 52 Vice President, Chief Financial
Officer and Treasurer
- ------------------------------------------------------------------------------
Oliver J. Janney 51 Vice President, General Counsel
and Secretary
- ------------------------------------------------------------------------------
Martin J. Gutfreund 55 Vice President, Human
Resources and Administration
- ------------------------------------------------------------------------------
9
The business experience of Messrs. Curd and Soran is described above
under "Election of Directors - Nominees for Director".
George J. Zulanas, Jr. was elected Vice President, Chief Financial
Officer and Treasurer of the Company as of September 21, 1992. Mr. Zulanas was
employed by PSC from February 1992 to September 27, 1992. From September
1991 to February 1992, Mr. Zulanas was an independent consultant. Mr. Zulanas
served as Executive Vice President of Tropicana from 1986 until September 1991.
Oliver J. Janney was elected Vice President, General Counsel and
Secretary of the Company as of September 21, 1992. Mr. Janney served as Vice
President and General Counsel of Jesup from October 1990 until March 1993 and as
Secretary of Jesup from November 1990 until March 1993. From 1985 to 1990 he was
General Counsel and Secretary of RKO General, Inc., a wholly-owned subsidiary of
GenCorp Inc., engaged primarily in broadcasting, soft drink bottling and motion
picture production and distribution.
Martin J. Gutfreund was elected Vice President, Human Resources and
Administration as of September 21, 1992. Mr. Gutfreund served as Vice
President, Government Affairs of Tropicana from November 1991 until August
1992. From 1985 to November 1991 Mr. Gutfreund was Vice President of
Human Resources and Administration at Tropicana.
COMPENSATION OF EXECUTIVE OFFICERS
Report of the Compensation Committee
Role of the Compensation Committee
As was earlier described in the section on committees of the Board of
Directors, the Compensation Committee is responsible for administering the
compensation program for the executive officers of the Company.
Compensation Philosophy
The Company's compensation philosophy with respect to the compensation
of the Company's executive officers consists of the following core principles:
o Base salary should be competitive in order to attract and retain
well-qualified executives.
o Incentive compensation should be directly related to achieving
specified
10
levels of corporate financial performance. A significant part of
the executive officers' compensation should be at risk, based upon
the success of the Company.
o Long-term stock ownership of the Company's Common Stock by the
Company's executive officers creates a valuable link between the
Company's management and stockholders. Stock ownership gives
management strong incentives to properly balance the need for
short-term profits with long-term goals and objectives and to
develop strategies that build and sustain stockholder returns.
Executive Compensation Program
The Company's executive compensation program contains three components
which are intended to reflect the Company's compensation philosophy.
Base Salary. Base salary and adjustments to base salary are set by
employment agreements with Messrs Curd, Soran, Zulanas and Janney. The base
salaries for executive officers are targeted at the upper quartiles of the
competitive market. For this purpose, the Compensation Committee reviews and
considers the salary ranges of executive officers in comparable positions at
companies comparable to the Company in various industries. The Compensation
Committee's practice is to review the base salary of each executive officer
annually, at which time the executive officer's base salary may be increased
based upon the executive officer's individual performance and contributions to
the Company.
Annual Bonus. The Company's executive officers, as well as a number of
other key employees of the Company, are eligible for an annual cash bonus
pursuant to the Company's Management Incentive Plan (the "MIP"). Target annual
bonus amounts for the executive officers are established at the beginning of the
fiscal year by the Compensation Committee. For this purpose, the Compensation
Committee reviews and considers bonus amounts awarded to officers of companies
in comparable positions in various industries comparable in size to the Company
and also considers Company performance and the achievement of each executive
officer in his area of responsibility and the resulting contribution to overall
corporate performance. Total payments into the MIP Plan for all participants,
including executive officers, were $821,000 for fiscal 1993, approximately
$515,000 for fiscal 1994, approximately $1,200,000 for fiscal 1995, and
approximately $775,000 for fiscal 1996.
Long Term Incentives. The executive officers of the Company and 53
other members of management and other key employees have been granted stock
11
options pursuant to the Company's 1992 Stock Option Plan (the "1992 Stock Option
Plan") consistent with the Plan of Reorganization. In addition, 124 members of
management and other key employees have been granted options under the Company's
1994 Stock Option Plan (the "1994 Stock Option Plan"). The 1992 Stock Option
Plan and 1994 Stock Option Plan are intended to provide opportunities for stock
ownership by management and other key employees, which will increase their
proprietary interest in the Company and, consequently, their identification with
the interests of the stockholders of the Company. In addition, the executive
officers have purchased stock on their own as a demonstration of their
commitment to the business. Stock options granted under the 1992 and 1994 Stock
Option Plans have exercise prices equal to the fair market value of the
Company's Common Stock on the dates of grant and in most cases options granted
under the 1994 Stock Option Plan were fully vested on November 1, 1996. The
stock options have a ten-year term, except stock options granted under the 1994
Stock Option Plan for a three-year term. A deferred compensation plan was
instituted for the executive officers in fiscal 1995; this will allow an
improvement in the Company's short-term cash flow. A split-dollar life insurance
plan was also instituted, to facilitate executive officers' saving for
retirement.
Internal Revenue Code Section 162(m). Section 162(m) of the Internal
Revenue Code of 1986, as amended, which became effective in 1994, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to the corporation's chief executive officer and the four other most highly
compensated executive officers. Certain exceptions are provided for
non-discretionary, performance-related compensation. The Compensation Committee
considers it unlikely that the compensation level of any executive officer in
1997 would exceed the limit under Section 162(m). The Compensation Committee
will review the effects of Section 162(m), from time to time, as it reviews
changes in the design of compensation plans, to the extent it deems appropriate.
Chief Executive Officer's Performance
The Compensation Committee has reviewed the compensation of the Chief
Executive Officer and has found the level appropriate in comparison of persons
holding similar positions in comparable companies and in light of favorable
developments at the Company during fiscal 1996, including the following:
continued strengthening of the Company's balance sheet, replacement of the
Company's revolving credit agreement with one having terms more favorable to the
Company, successful implementation of the SAP information system to
12
improve the Company's competitive position and relationship with key customers,
the sale of substantially all of the assets of the Company's Ensolite Division
on terms highly favorable to the Company to enhance shareholder value, and
arrangements for the relocation from the plant leased by the Company in
Mishawaka, Indiana, resulting in the projected elimination of a substantial
excess facility charge.
ROLAND H. MEYER, CHAIRMAN
RICHARD D. KIMBEL
THOMAS J. RUSSELL
13
Summary Compensation Table
The following table sets forth the cash and other compensation paid by
the Company in respect of the fiscal year ended September 29, 1996, to the Chief
Executive Officer and the other four most highly compensated officers of the
Company. Certain of the executive officers of the Company also received certain
other compensation, including automobile allowances. The amount of such other
compensation received by each of these officers was less than the lesser of
$50,000 or 10% of his respective cash compensation as set forth in the Salary
and Bonus columns of this table.
- -------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
=================== ============== ============== ============ =============
Securities
Underlying
Name and Principal Fiscal Salary Bonus Options
Position Year ($) ($) (#)
======================= ====== ========== ============ =============
Howard R. Curd 1996 523,640 147,279 10,000
Chairman of the 1995 508,659 189,406 79,053
Board and Chief 1994 493,954 25,000 123,864
Executive Officer
====================== ======= ========== =========== =============
Robert L. Soran 1996 430,107 117,208 10,000
President & Chief 1995 418,322 155,813 63,242
Operating Officer 1994 406,120 20,000 104,545
====================== ======= ========== =========== ============
George J. Zulanas, Jr 1996 217,776 58,393 0
Vice President, 1995 211,809 75,186 47,432
Chief Financial 1994 205,630 15,000 56,818
Officer & Treasurer
====================== ====== ========== ============ ============
Oliver J. Janney 1996 213,141 59,612 0
Vice President, 1995 207,043 76,574 31,621
General Counsel & 1994 200,981 12,500 47,727
Secretary
====================== ====== =========== =========== ============
Martin J. Gutfreund 1996 120,000 33,751 0
Vice President, 1995 139,689 44,696 15,811
Human Resources and 1994 110,000 --- 28,409
Administration
====================== ====== =========== =========== ===========
The Company has a salary administration program and the MIP for certain
management employees. The Board of Directors will consider any changes in
compensation for executive officers, including changes to the salary
administration program and the MIP, except for adjustments required pursuant to
employment agreements.
14
Compensation Pursuant to Other Programs; Stock Option Plan
In addition to the salary administration program and MIP, in order to
retain and attract quality management, the Company maintains a compensation
program that includes stock option plans and benefit programs such as disability
and health insurance and death benefits. Stock options for key employees are
granted by the Compensation Committee, and the Compensation Committee reviews
the other benefit programs. The Option Committee has delegated to the Vice
President, Human Resources and Administration the authority to grant limited
stock options to key employees other than executive officers following written
approval by the Chief Executive Officer and the Chief Operating Officer of the
Company.
The options granted in the last fiscal year to the Chief Executive
Officer and the four most highly compensated executive officers of the Company
other than the Chief Executive Officer are set forth in the following table:
OPTION GRANTS IN LAST FISCAL YEAR
==============================================================================
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Term
Individual
Grants
================================================================================
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration 5% 10%
Name Granted in Fiscal ($/Share) Date ($) ($)
==================== ========== ========= ======== ========= ====== =====
Howard R. Curd 10,000 30% 3.375 03/14/99 5,320 1,171
- --------------------- ------ --------- ----- -------- ----- -----
Robert L. Soran 10,000 30% 3.375 03/14/99 5,320 11,171
- --------------------- ------ --------- ----- -------- ----- ------
George J. Zulanas, Jr. 0 - - - - -
- ---------------------- ------ --------- ----- -------- ----- ------
Oliver J. Janney 0 - - - - -
- ---------------------- ------ --------- ----- -------- ----- ------
Martin J. Gutfreund 0 - - - - -
====================== ======= ========== ======== ========= ====== ======
15
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR END OPTION VALUES
Number of Value of Unexercised
Securities Underlying In-the-Money
Unexerciesed Options Options at
at October 1, 1996 (1) October 1, 1996 (2)
($)
====================== ============================ ==========================
Name Exercisable/Unexercisable Exercisable/Unexercisable
====================== ============================ ==========================
Howard R. Curd 384,508/0 24,432/0
====================== ============================ ==========================
Robert L. Soran 323,242/0 20,739/0
====================== ============================ ==========================
George J. Zulanas, Jr. 183,796/0 11,364/0
====================== ============================ ==========================
Oliver J. Janney 145,257/0 9,375/0
====================== ============================ ==========================
Martin J. Gutfreund 83,992/0 5,682/0
===================== ============================= ==========================
<FN>
(1) All of the options set forth in this table are fully vested.
(2) The values are based on the closing price of the Common Stock on the Nasdaq
National Market on October 1, 1996, which was $3.00 per share.
</FN>
No options were exercised by any executive officer during the fiscal year ended
September 29, 1996.
Related Transactions with Executive Officers; Employment Agreements
Mr. Curd, Chairman of the Board and Chief Executive Officer of the
Company, is employed pursuant to an agreement dated as of October 1, 1988,
which was assigned from Jesup to PSC in November 1991, was amended and
restated on September 27, 1992, was assigned to and assumed by the Company
on September 27, 1992 and was amended and restated as of April 25, 1995.
The agreement provides for a base salary of $480,300. Mr. Curd's base salary is
subject to adjustment annually during the term of the agreement based on
changes in the U.S. Consumer Price Index for all Urban Consumers, U.S. City
Average (the "CPI"). Pursuant to this provision, Mr. Curd's base salary was
increased by 3.0%, effective September 1, 1996. Mr. Curd is also entitled to
- --------
16
receive a bonus pursuant to the MIP at the end of each fiscal year. Mr. Curd's
employment agreement provides for a three-year base term, initially terminating
on September 26, 1995, subject to automatic one-year extensions on each
anniversary date of the agreement unless such agreement is terminated by either
party. In addition, Mr. Curd is entitled to receive the base salary that he
would have received for the balance of the term of the agreement plus an amount
equal to two years' salary as severance upon termination of his employment by
the Company.
Mr. Soran, President and Chief Operating Officer of the Company, is
employed pursuant to an agreement entered into between Mr. Soran and PSC as of
September 17, 1992, which agreement was amended and restated as of April 25,
1995. The grant is for a two-year term initially terminating on September 16,
1994, and subject to automatic annual one-year extensions on each anniversary
date of the agreement unless such agreement is terminated by either party. Mr.
Soran's employment agreement provides for a base salary of $395,000. Mr. Soran's
base salary is subject to adjustment annually during the term of the agreement
based on changes in the CPI. Pursuant to this provision, Mr. Soran's base salary
was increased by 3.0%, effective September 1, 1996. Mr. Soran is also entitled
to receive a bonus pursuant to the MIP at the end of each fiscal year, as
determined by the Board of Directors. In addition, Mr. Soran is entitled to
receive the base salary that he would have received for the balance of the term
of the agreement plus an amount equal to one year's salary as severance upon
termination of his employment by the Company.
Mr. Zulanas, Vice President, Treasurer and Chief Financial Officer of
the Company, is employed pursuant to an agreement entered into between Mr.
Zulanas and PSC as of September 17, 1992, which agreement was amended and
restated as of April 25, 1995. The grant is for a two-year term initially
terminating on September 16, 1994, subject to annual one-year automatic
extensions on each anniversary date of the agreement unless such agreement is
terminated by either party. Mr. Zulanas' employment agreement provides for a
base salary of $200,000. Mr. Zulanas' base salary is subject to adjustment
annually during the term of the agreement based on changes in the CPI. Pursuant
to this provision, Mr. Zulanas' base salary was increased by 3.0%, effective
September 1, 1996. Mr. Zulanas is also entitled to receive a bonus pursuant to
the MIP at the end of each fiscal year, as determined by the Board of Directors.
In addition, Mr. Zulanas is entitled to receive the base salary that he would
have received for the balance of the term of the agreement plus an amount equal
to one year's salary as severance upon termination of his employment by the
Company.
17
Mr. Janney, Vice President, Secretary and General Counsel of the
Company, is employed pursuant to an agreement dated as of September 1, 1990 (and
amended as of July 15, 1991), which was assigned from Jesup to PSC in November
1991, amended and restated on September 27, 1992, assigned to and assumed by the
Company on September 27, 1992, and amended and restated as of April 25, 1995.
The agreement provides for a base salary of $195,500. Mr. Janney's base salary
is subject to adjustment annually during the term of the agreement based on
changes in the CPI. Pursuant to this provision, Mr. Janney's base salary was
increased by 3.0%, effective September 1, 1996. Mr. Janney is also entitled to
receive a bonus pursuant to the MIP at the end of each fiscal year. Mr. Janney's
employment agreement provides for a two-year base term, initially terminating on
September 26, 1994, subject to automatic one-year extensions on each anniversary
date of the agreement unless such agreement is terminated by either party. In
addition, Mr. Janney is entitled to receive his base salary for the balance of
the term of the agreement plus an amount equal to one year's salary as severance
upon termination of his employment by the Company.
STOCK PERFORMANCE
The following is a comparison of the four-year cumulative total return
among the Company, the Standard & Poor's 500 Composite Index and the Standard &
Poor's Chemical Index:
TOTAL SHAREHOLDER RETURNS - DIVIDENDS REINVESTED
------------------------- --------- -------- -------- --------
Annual Return Percentage
Years Ending
- --------------------------- --------- -------- -------- --------
Company/Index Sept. 93 Sept. 94 Sept. 95 Sept. 96
- --------------------------- --------- -------- -------- --------
Uniroyal Technology Corp. 25.00 -34.73 36.19 -21.88
- --------------------------- --------- -------- -------- --------
S&P 500 Index 12.16 3.69 29.74 20.33
- --------------------------- --------- -------- -------- --------
Chemicals (Specialty) - 500 7.32 -3.96 28.59 7.74
- --------------------------- --------- -------- -------- --------
Indexed Returns - Years Ending
- --------------------------- --------- --------- --------- ---------- --------
Company/Index 9/28/92 Sept. 93 Sept. 94 Sept. 95 Sept. 96
=========================== ========= ========= ========= ========== ========
Uniroyal Technology Corp. 100 125.00 81.58 111.11 86.81
- --------------------------- --------- --------- --------- ---------- --------
S&P 500 Index 100 112.16 116.29 150.89 181.56
- --------------------------- --------- --------- --------- ---------- --------
Chemicals (Specialty) - 500 100 107.32 103.07 132.54 142.80
- --------------------------- --------- --------- --------- ---------- --------
The Company's Common Stock was admitted to trading on the Nasdaq National Market
and commenced trading on a when-issued basis on September 28, 1992; accordingly,
only four fiscal years of experience are available for purposes of comparison.
Source: Standard & Poor's Compustat
This comparison of four-year cumulative returns assumes that $100 was invested
on September 28, 1992 in Uniroyal Technology Corporation Common Stock, the S&P
500 Composite Index and the S&P Chemicals (Specialty) Index. No dividends were
paid on the Uniroyal Technology Corporation Common Stock.
18
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as
independent public accountants for the Company for the fiscal year ending
September 28, 1997, subject to approval by the stockholders. The Board of
Directors recommends that such appointment be ratified.
Representatives of Deloitte & Touche LLP will be present at the meeting
and will have the opportunity to make a statement, if they desire to do so, and
respond to appropriate questions.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated
above which are to be brought before the meeting. However, if any such other
matters should be presented for consideration and voting, it is the intention of
the persons named in the proxy to vote thereon in accordance with their
judgment.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the 1998 annual
meeting must be forwarded in writing and received at the principal executive
offices of the Company not later than October 31, 1997, directed to the
attention of the Secretary, for consideration for inclusion in the Company's
proxy statement for the Annual Meeting of Stockholders to be held in 1998. Any
such proposals must comply in all respects with the rules and regulations of the
Securities and Exchange Commission.
OLIVER J. JANNEY
Secretary
February 28, 1997
UNIROYAL TECHNOLOGY CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints HOWARD R. CURD, ROBERT L. SORAN, and
OLIVER J. JANNEY, and each of them with power of substitution, to represent and
to vote on behalf of the undersigned all of the shares of Uniroyal Technology
Corporation (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held at The Union League Club, 38 East 37th
Street, New York City on Friday, March 28, 1997, at 10:00 a.m. (local time), and
at any adjournment or adjournments thereof, hereby revoking all proxies
heretofore given with respect to such stock upon the following proposals more
fully described in the notice of and proxy statement for the meeting (receipt
whereof is hereby acknowledged).
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
(Continued, and to be signed on the other side)
19
UNIROYAL TECHNOLOGY CORPORATION
P.O. BOX 11155
NEW YORK, NY 10203-0155
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (1) AND (2).
The undersigned hereby votes at the Annual Meeting of Stockholders of Uniroyal
Technology Corporation on March 28, 1997, AS FOLLOWS:
1. ELECTION OF DIRECTORS
o FOR all nominees listed below
o WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: Howard R. Curd, Robert L. Soran, Peter C. B. Bynoe, Richard D.
Kimbel, Curtis L. Mack, Roland H. Meyer, John A. Porter, and Thomas J. Russell.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
_______________________________________________________________
2. PROPOSAL TO APPROVE DELOITTE & TOUCHE AS THE COMPANY'S
AUDITORS FOR THE 1997 FISCAL YEAR.
o FOR o AGAINST o ABSTAIN
3. In their discretion upon such other matters as may properly come before the
meeting.
o I plan to attend the annual meeting o Change of Address or
Comments Mark Here
Please sign exactly as your name appears to the left and below. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: , 1997
Signature
Signature, if held jointly
Please return in the enclosed postage-paid envelope.
Votes must be indicated (x) in Black or Blue ink.