SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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HELIX TECHNOLOGY CORPORATION
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ---------------------------------------------------------------------------
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HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5111 - Fax (508) 337-5175
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Wednesday, April 25, 2001, at 11:00 a.m.
To the Stockholders of Helix Technology Corporation:
Notice is hereby given that the 2001 Annual Meeting of Stockholders
(the "Meeting") of Helix Technology Corporation (the "Company") will be
held on Wednesday, April 25, 2001, at 11:00 a.m. at The Down Town Club, 225
Franklin Street, Boston, Massachusetts, for the following purposes:
1. To elect a Board of Directors;
2. To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on March 14,
2001, will be entitled to notice of and to vote at the Meeting.
By Order of the Board of Directors
Beverly L. Armell
Corporate Secretary
Mansfield, Massachusetts
March 30, 2001
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN
PERSON, YOUR PROXY WILL NOT BE USED.
HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5111 - Fax (508) 337-5175
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Board of Directors of the Company for use at the 2001
Annual Meeting of Stockholders of the Company (the "Meeting") to be held at
The Down Town Club, 225 Franklin Street, Boston, Massachusetts, on
Wednesday, April 25, 2001, at 11:00 a.m., and at any adjournments thereof.
The matters to be considered and acted upon at the Meeting are set forth in
the attached Notice of Annual Meeting.
The record date for the determination of stockholders entitled to
notice of and to vote at the Meeting has been fixed by the Board of
Directors as the close of business on March 14, 2001. As of that date there
were 22,533,364 shares of Common Stock, $1.00 par value per share (the
"Common Stock") of the Company outstanding and entitled to vote at the
Meeting. Each share of Common Stock is entitled to one vote on each of the
matters listed in the Notice of Annual Meeting. A majority of the
outstanding shares of Common Stock will constitute a quorum at the Meeting.
Votes withheld, abstentions, and broker non-votes (where a broker or
nominee does not exercise discretionary authority to vote on a matter) are
counted for purposes of determining the presence or absence of a quorum for
the transaction of business.
When the proxy card of a stockholder is duly executed and returned,
the shares represented thereby will be voted in accordance with the voting
instructions given on the proxy by the stockholder. If no such voting
instructions are given on a proxy card with respect to one or more
proposals, the shares represented by that proxy card will be voted, with
respect to the election of directors, for the nominees named herein, and
with respect to other proposals, in accordance with the recommendations of
the Board. Stockholders may revoke their proxies at any time prior to any
vote at the Meeting by written notice of revocation to the Secretary of the
Company at or before the Meeting by submission of a duly executed proxy
card bearing a later date, or by voting in person by ballot at the Meeting.
A plurality of the votes cast by stockholders entitled to vote at the
Meeting is required for the election of directors. Abstentions and broker
non-votes will not be treated as votes cast for this purpose and will not
affect the outcome of the election.
This Proxy Statement, the Notice of Annual Meeting, and the form of
proxy will first be sent to stockholders on or about March 30, 2001.
PROPOSAL 1
ELECTION OF DIRECTORS
In accordance with Section 2 of Article II of the By-Laws, the Board
has fixed the number of directors to constitute the full Board for the
ensuing year at seven. The Board has nominated Arthur R. Buckland, Matthew
O. Diggs, Jr., Frank Gabron, Robert H. Hayes, Robert J. Lepofsky, Marvin G.
Schorr, and Mark S. Wrighton. Each of the nominees is currently a director
of the Company and has consented to be nominated and to serve if elected.
In the event any of these nominees shall be unable to serve as a director,
the shares represented by the proxy will be voted for the person, if any,
who is designated by the Board to replace the nominee. In the event that a
vacancy occurs during the year, the Board may fill such vacancy for the
remainder of the full term.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF
THE ELECTION OF MESSRS. BUCKLAND, DIGGS, GABRON, AND LEPOFSKY AND DRS.
HAYES, SCHORR, AND WRIGHTON TO THE BOARD OF DIRECTORS.
Director
Name of Nominee Age Principal Occupation Since
- ----------------------------------------------------------------------------------------------------
Arthur R. Buckland 52 1996
Matthew O. Diggs, Jr. 68 General Partner, McClintock Industries 1997
Frank Gabron 70 Retired Chief Executive Officer of the Company 1980
Robert H. Hayes 64 Professor, Harvard Business School 1998
Robert J. Lepofsky* 56 President and Chief Executive Officer of the Company 1987
Marvin G. Schorr* 76 Chairman of the Board of the Company, 1982
Chairman of the Board of Tech/Ops Sevcon, Inc.
Mark S. Wrighton* 51 Chancellor, Washington University, St. Louis 1990
- -------------------
<FN>
* Member of the Executive Committee
</FN>
Mr. Buckland served as President, Chief Executive Officer, and
Chairman of CP Clare Corporation from July 1993 until January 2001. From
1992 to 1993 he served as President of FourPi Systems, a privately held
company. He served as President of Lex Electronics in the United Kingdom
from 1990 to 1991. Prior to 1990, he held executive management positions at
Schlumberger Ltd., Teradyne, Fairchild, and Texas Instruments Incorporated.
2
Mr. Diggs has served as a General Partner of McClintock Industries,
formerly The Diggs Group, a private investment firm, since 1990. Prior to
1990, he served as Vice Chairman of Copeland Corporation from 1987 to 1990
and as President and Chief Executive Officer from 1975 to 1987. He
currently serves as a director of Ripplewood Holdings, Wright State
University, and Price Brothers Company.
Mr. Gabron served as Chairman of the Board of the Company from
January 1981 through July 1996. He served as President of the Company from
November 1980 to February 1987 and Chief Executive Officer of the Company
from November 1980 until December 1988.
Dr. Hayes is the Philip Caldwell Professor, Emeritus at Harvard
Business School, where he specializes in operations and technology
management. Prior to his appointment to the Harvard Faculty in 1966, Dr.
Hayes worked for IBM and McKinsey & Company. He is a director of the
American Productivity & Quality Center and Applera Corporation.
Mr. Lepofsky has served as President of the Company since February
1987, and as Chief Executive Officer of the Company since January 1989. He
was Chief Operating Officer of the Company from December 1982 to December
1988, and was Senior Vice President from December 1982 to February 1987.
Prior to December 1982, Mr. Lepofsky was a Vice President of the Company
for two years.
Dr. Schorr was elected Chairman of the Board of the Company in August
1996. He served as President and Chief Executive Officer of Tech/Ops, Inc.,
from 1962 to 1987 and Chairman of the Board of that company from 1981 to
1987. In 1987 Tech/Ops was reorganized into three companies: Landauer,
Inc., Tech/Ops Sevcon, Inc., and Tech/Ops Corporation, of which the former
two are publicly owned manufacturers of technology-based products and
services, and the latter was a privately owned consulting business that was
dissolved in 1999. Dr. Schorr has been Chairman of the Board of Directors
of Tech/Ops Sevcon, Inc. since 1987, and was Chairman of the Board of
Directors of Landauer, Inc., and Tech/Ops Corporation, Inc., from 1987 to
1999.
Dr. Wrighton has been Chancellor of Washington University in St.
Louis since July 1995. He was Provost of Massachusetts Institute of
Technology from 1990 until 1995, and held the Ciba-Geigy Chair in Chemistry
at MIT. He joined the faculty at MIT in 1972 as Assistant Professor of
Chemistry, was appointed Associate Professor in 1976 and Professor in 1977.
From 1981 until 1989 he held the Frederick G. Keyes Chair in Chemistry and
was Head of the Department of Chemistry from 1987 until 1990. Dr. Wrighton
also serves as a director of Ionics, Inc., OIS Optical Imaging Systems,
Inc., Cabot Corporation, and A.G. Edwards, Inc.
There are no family relationships between any director, executive
officer, or person nominated or chosen by the Company to become a director
or executive officer of the Company.
3
COMMITTEES OF THE BOARD
In addition to the Executive Committee, the Board of Directors has an
Audit Committee consisting of Messrs. Buckland, Diggs and Gabron; and a
Human Resources and Compensation Committee consisting of Drs. Hayes, Schorr
and Wrighton. The functions of the Audit Committee are to oversee the
engagement of auditors, including the fee, scope, and timing of the audit
and any other services rendered; to review policies and procedures and the
effectiveness of internal controls; and to oversee the financial reporting
process, including review of the audited financial statements. The Audit
Committee operates under a written charter adopted by the Board of
Directors, a copy of which is included as Appendix A to this proxy
statement. Each member of the Audit Committee is independent as defined by
applicable Nasdaq Stock market listing standards. The functions of the
Human Resources and Compensation Committee include the review and approval
of executive compensation and the administration and supervision of the
Company's equity compensation plans.
During the year ended December 31, 2000, the Board of Directors held
five meetings, the Audit Committee held three meetings and the Human
Resources and Compensation Committee held two meetings. During the year,
all directors attended at least 75% percent of the aggregate of the total
number of meetings of the Board of Directors and the total number of
meetings held by all Committees of the Board on which they served.
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 year ended December 31, 2000, (ii) discussed with PricewaterhouseCoop-
ers LLP, the Company's independent auditors, the matters required to be
discussed by Statement on Accounting Standards No. 61, Communication with
Audit Committees, and (iii) received the written disclosures and the letter
from the auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, discussed with the auditors
their independence, and considered whether the provision of nonaudit
services by the auditors is compatible with maintaining their independence.
Based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-
K for the year ended December 31, 2000, for filing with the Securities and
Exchange Commission.
By the Audit Committee,
Frank Gabron (Chair)
Arthur R. Buckland
Matthew O. Diggs, Jr.
4
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid by the Company for services in all capacities for the
years ended December 31, 2000, 1999, and 1998, to the Company's Chief
Executive Officer and each of the three other most highly compensated
executive officers of the Company (all four hereinafter referred to as the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
------------- All Other
Securities Compensation
Annual Compensation Underlying ----------------------
Name and ---------------------- Stock Options 401(k)
Principal Position Year Salary Bonus (Shares) Match(1) Other(2)
- -----------------------------------------------------------------------------------------------------
Robert J. Lepofsky 2000 $425,000 $175,000 - $10,200 $2,658
President and Chief 1999 390,000 150,000 200,000 10,000 2,431
Executive Officer 1998 380,000 40,000 - 7,150 1,943
Robert E. Anastasi 2000 200,000 100,000 10,000 10,200 595
Executive Vice 1999 185,000 85,000 - 10,000 579
President 1998 180,000 30,000 40,000 8,650 768
Michael El-Hillow 2000 200,000 80,000 10,000 10,200 388
Senior Vice President 1999 185,000 80,000 - 10,000 359
and Chief Financial 1998 180,000 35,000 40,000 6,000 464
Officer
Christopher Moody 2000 200,000 80,000 10,000 6,000 255
Senior Vice President 1999 185,000 85,000 - - 221
1998 180,000 35,000 50,000 - 269
<FN>
- -------------------
<F1> Represents Company matching contributions under the Company's 401(k)
Plan.
<F2> Represents premiums paid by the Company for excess group life
insurance.
</FN>
5
STOCK OPTION GRANTS IN 2000
The following table provides information concerning the Grant of
Stock Options (also reported in the Summary Compensation Table) under the
Company's 1996 Equity Incentive Plan during the year ended December 31,
2000, to the Named Executive Officers:
Potential Realizable Value
Number of Percentage of at Assumed Annual Rates
Securities Total Options of Stock Appreciation
Underlying Granted to Exercise for Option Term(2)
Options Employees in Price Expiration --------------------------
Name Granted(1) 2000 (Per Share) Date 5% 10%
- -------------------------------------------------------------------------------------------------------------
Robert E. Anastasi 10,000 25% $65.96875 02/25/2010 $414,874 $1,051,372
Michael El-Hillow 10,000 25% 65.96875 02/25/2010 414,874 1,051,372
Christopher Moody 10,000 25% 65.96875 02/25/2010 414,874 1,051,372
<FN>
- -------------------
<F1> These options are exercisable in four equal annual cumulative
installments beginning one year from the date of grant, which was
February 25, 2000.
<F2> The 5% and 10% rates used are mandated by the Securities and Exchange
Commission. The actual value, if any, that an executive may realize
upon option exercises will depend on the excess of the stock price
over the exercise price on the date the option is exercised, so that
there is no assurance the value realized by an executive will be at
or near the values calculated by using these assumed appreciation
rates. No gain to the executives is possible without an increase in
the price of the Common Stock, which would benefit all stockholders
proportionately.
</FN>
6
STOCK OPTION EXERCISES IN 2000 AND YEAR-END STOCK OPTION VALUES
The following table provides information with respect to the Named
Executive Officers concerning the exercise of options during the year and
the value of unexercised options held at
December 31, 2000:
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options at
Shares December 31, 2000 December 31, 2000(2)
Acquired on Value ----------------------------- ----------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
Robert J. Lepofsky 185,000 $11,718,750 - 175,000 $ - $656,250
Robert E. Anastasi - - 51,250 33,750 289,922 52,266
Michael El-Hillow - - 35,000 35,000 147,656 68,594
Christopher Moody 27,500 956,523 7,500 42,500 - 36,328
<FN>
- -------------------
<F1> "Value Realized" represents the difference between the exercise price
and the market price of the option shares on the date the option was
exercised. The value realized was determined without considering any
taxes that may have been owed.
<F2> Based on the mean between the high and low prices for the Common
Stock of the Company as reported by The Nasdaq Stock Marketr on
December 29, 2000, ($24.5625), less the price to be paid upon
exercise.
</FN>
7
RETIREMENT PROGRAM
The following table sets forth estimated combined annual benefits
under the Company's Pension Plan and the Company's Supplemental Key
Executive Retirement Plan ("SERP"), on a straight-life annuity basis, to
persons in specified compensation and years-of-service categories, as if
they had retired at age 65 at December 31, 2000:
Estimated Annual Pension
Average Annual (Including SERP Benefits)
Compensation Based on Years of Service Indicated
on which Retirement ----------------------------------------------------------------
Benefits Are Based 10 Years 15 Years 20 Years 25 Years 30 Years
- ----------------------------------------------------------------------------------------
$200,000 $ 32,146 $ 48,369 $ 64,221 $ 82,450 $ 82,450
250,000 41,764 62,139 81,955 104,741 104,741
300,000 51,764 76,943 100,722 128,065 128,065
350,000 61,764 91,747 119,489 151,390 151,390
400,000 71,764 106,551 138,256 174,714 174,714
450,000 81,764 121,355 157,023 198,038 198,038
500,000 91,764 136,159 175,790 221,363 221,363
550,000 101,764 150,963 194,557 244,687 244,687
Pension Plan
The Company maintains a non-contributory qualified Pension Plan (the
"Plan") for the benefit of its employees, including the individuals named
in the Summary Compensation Table. Employees who are at least 21 years of
age with one year of service are eligible for this Plan. Contributions to
the Plan, which is a defined benefit plan, are not included in the Summary
Compensation Table because such contributions are made on an actuarial
basis and cannot be separately calculated. The Company recognized pension
expense of $786,000 for 2000; however, because the Plan is overfunded, a
contribution was not required and not made in 2000.
Compensation covered by the Plan includes salary but excludes bonuses
or incentive awards, if any. Benefits under the Plan as set forth in the
table above are determined on a straight-life annuity basis, based upon
years of participation completed after December 31, 1978, and highest
consecutive 60-month average compensation during the last 120 months of
employment and are integrated with Social Security benefits. As of December
31, 2000, Messrs. Lepofsky and Anastasi each had accrued 22 years of
benefit service under the Plan, Mr. El-Hillow had accrued 3.8 years, and
Mr. Moody had accrued 3.4 years.
8
In 1992 the Company adopted a Supplemental Key Executive Retirement
Plan ("SERP"), that is designed to supplement benefits paid to certain
participants under Company-funded tax-qualified retirement plans, which
benefits are otherwise limited with respect to highly paid employees by the
Internal Revenue Code. In general, the SERP provides that participants with
25 or more years of service who have reached the age of 65 at the time of
retirement will receive a supplemental annual pension from the Company
equal to 50 percent of the greater of such participant's (i) average
compensation (as described under "Pension Plan" above) or (ii) actual
compensation during the 12 months prior to retirement, less all Company-
provided retirement benefits. Benefits under the SERP are reduced for
participants with less than 25 years of service. The Company recorded
additional retirement costs of $217,000 in connection with the SERP in
2000.
In 1999 the Company adopted a nonqualified Supplemental Benefit Plan
intended to provide for the payment of additional retirement benefits to
certain key employees of Helix Technology Corporation whose Pension Plan
retirement benefits would exceed amounts permitted under the Internal
Revenue Code. The supplemental unfunded benefit is equal to the amount of
any benefit that would have been payable under the qualified retirement
plan, but for the limitations under the Internal Revenue Code. Benefits
earned under the Supplemental Benefit Plan are also subject to offset per
the provisions of any benefits earned under the Supplemental Key Executive
Retirement Plan.
COMPENSATION COMMITTEE REPORT
The Human Resources and Compensation Committee of the Board of
Directors (the "Committee") is composed of three independent, non-employee
directors. The Committee regularly reviews and approves generally all
compensation and benefit programs of the Company and also reviews and
determines the actual compensation of the Named Executive Officers, as well
as all stock option grants to all employees. All compensation actions taken
by the Committee are reported to and approved by the full Board of
Directors, excluding employee directors. The Committee also reviews and
makes recommendations to the Board on policies and programs for the
development of management personnel and management structure and
organization. The Committee reviews and administers the Company's 1996
Equity Incentive Plan. The Committee also reviews and administers the
Company's 1996 Stock Option Plan for Non-Employee Directors. The Committee
reviews from time to time executive compensation reports prepared by
independent organizations in order to evaluate the appropriateness of its
executive compensation program.
The Committee uses base salary to compensate the Named Executive
Officers for past and ongoing contributions and the performance-based bonus
program to provide incentives for enhancing near-term profitability and
stockholder value. In addition, it uses stock options to enhance longer-
term growth in profitability, return on equity, and stockholder value. In
order to meet these objectives, the Committee first sets base salaries for
the Named Executive Officers, taking into account the prior
9
year's performance and base salaries among competitive peer groups, and then
sets target bonus awards comprising about 15 to 35 percent of total target
compensation, depending upon the position being reviewed. The Committee
reviews the Company's annual performance plan and the individual goals and
objectives of each Named Executive Officer for the ensuing year and sets
incentive target bonus awards that are directly linked to the short-term
financial performance of the Company as a whole and to the specific annual
goals and objectives of each Named Executive Officer. In February of each
year the Committee meets to review the performance of the Company and the
performance of the Chief Executive Officer and each other Named Executive
Officer in relation to the Company's performance plan for the year then
ended, as well as to the goals set for the Chief Executive Officer and each
other Named Executive Officer, and awards bonuses accordingly. The
Committee then sets base salaries and target bonus awards for the next
year. The Committee has discretion to reward extraordinary accomplishments
with special bonuses. In this process the Committee first meets with the
Chief Executive Officer to review the performance of the Company and the
performance of each of the other Named Executive Officers and then meets in
an Executive Session to review the performance of all the Named Executive
Officers, including the Chief Executive Officer.
The minimum annual salary of the Chief Executive Officer is set
pursuant to an employment agreement entered into by the Company and the
Chief Executive Officer. See "Employment Agreements." The Committee may
increase the minimum annual salary of the Chief Executive Officer from time
to time at its discretion based upon the performance of the Company and
such other factors as the Committee may determine.
In the case of the Company's Chief Executive Officer, the Committee
considered the Company's strong financial results for 2000, as well as its
ability to successfully meet the substantially increased demand for its
products and services during the year. In recognition of that performance
and his leadership abilities, the Committee awarded the Company's Chief
Executive Officer a bonus for 2000 in an amount $25,000 above his target
level.
The Committee believes that the foregoing combination of base
salaries, incentive bonuses, and stock options has helped develop a senior
management group dedicated to achieving significant improvement in both the
short-term and long-term financial performance of the Company.
By the Human Resources and
Compensation Committee,
Dr. Robert H. Hayes, (Chair)
Dr. Marvin G. Schorr
Dr. Mark S. Wrighton
10
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the change in the
cumulative total stockholder return of the Company's Common Stock against
the change in the cumulative total return of the S&P Technology Sector
Composite Index and the Nasdaq Composite Index for the period of five years
ended December 31, 2000. Management cautions that the stock price
performance shown in the graph below should not be considered indicative of
potential future stock performance.
Comparison of Five-Year Cumulative Total Return *
Among Helix Technology Corporation, Nasdaq (U.S.) Index
and S&P Technology Sector Composite Index
Cumulative Total Return
------------------------------------------------------------------
12/95 12/96 12/97 12/98 12/99 12/00
- ---------------------------------------------------------------------------------------
Helix 100.00 76.81 107.36 75.08 263.88 141.17
NASDAQ 100.00 123.04 150.69 212.51 394.92 237.62
S&P Tech Sector 100.00 141.87 178.89 309.44 541.93 325.43
<FN>
- -------------------
* Assumes the value of the investment in Helix Technology Corporation
and each index was $100 on December 31, 1995, and that all dividends
were reinvested.
</FN>
11
DIRECTORS' COMPENSATION
During 2000 each non-employee director received an annual retainer
fee of $25,000 ($26,000 for Committee Chairmen), payable in four equal
quarterly installments. A director who is also a full-time employee of the
Company receives no additional compensation for services as a director.
In addition, the Company has a stock option plan, the 1996 Stock
Option Plan for Non-Employee Directors of the Company (the "1996 Directors'
Plan"), covering its non-employee directors. Under the terms of the 1996
Directors' Plan, each non-employee director, when first elected a director
at an Annual Meeting of Stockholders, receives an option to acquire 10,000
shares of Common Stock of the Company at a purchase price equal to fair
market value on that date. Options are exercisable in five cumulative
annual installments of 2,000 shares each. For each non-employee director
who remains eligible, an installment of 2,000 shares shall become
exercisable immediately upon his or her election as a director at the
applicable Annual Meeting of Stockholders and the remaining installments
shall become exercisable upon each further reelection as a director of the
Company at a subsequent Annual Meeting of Stockholders.
EMPLOYMENT AGREEMENTS
In February 1999 the Company entered into a new employment agreement
(the "Agreement") with Mr. Lepofsky, which runs through February 2007. The
Agreement has a minimum annual salary, currently $475,000, which may be
increased by the Board of Directors from time to time; however, if
increased, it may not be reduced again except as part of a general
reduction of all executive salaries. The Agreement provides for additional
incentive compensation in the sole discretion of the Board of Directors and
provides Mr. Lepofsky with a nonqualified supplemental pension benefit that
will pay him the benefit that cannot be paid from the Company's tax-
qualified pension plan due to Internal Revenue Service limits. The 1999
Agreement contained a nonqualified stock option granting to Mr. Lepofsky
the right to purchase up to 200,000 shares of Common Stock of the Company
at an option price of $20.8125 per share. This option was granted under the
Company's 1996 Equity Incentive Plan and is exercisable in eight annual
installments of 25,000 shares each, beginning in February 2000.
The Agreement provides for certain benefits in the event of
involuntary termination of Mr. Lepofsky's employment not for cause or in
the event Mr. Lepofsky terminates his employment following (i) a change of
control of the Company that is not approved by the Company's Board of
Directors, and (ii) a change in a majority of the directors. In the event
of his involuntary termination not for cause, or in the event of his
voluntary termination following both a change of control of the Company not
approved by the Board of Directors and a change in a majority of the
directors, Mr. Lepofsky would be entitled to receive base salary
continuance through February 2007, or for two years, whichever period is
shorter. In the event of a change of control of the Company not approved by
the Board of Directors, followed by a change in a majority of the directors
on the Board, Mr. Lepofsky would have
12
the right to terminate his agreement and all remaining installments of his
200,000-share stock option would become exercisable. In the event of the
involuntary termination of Mr. Lepofsky's employment not for cause, up to
three remaining 25,000-share installments of his 200,000-share stock option
would become exercisable.
Any compensation payable to Mr. Lepofsky contingent upon a change of
control which qualifies as a parachute payment under Section 280G of the
Internal Revenue Code, as amended, shall be limited to the maximum amount
that may be paid to him without any part of all of such compensation being
deemed an excess parachute payment under that Section. Based on his current
base salary and Agreement, Mr. Lepofsky could receive a maximum (as
described above) of $1,447,378 under this severance arrangement.
The Company has entered into employment agreements with each of its
other three Named Executive Officers, Messrs. Anastasi, El-Hillow, and
Moody, which are terminable at any time. Each agreement provides for a base
salary, which may be increased from time to time at the discretion of the
Human Resources and Compensation Committee. The agreement further provides
for the participation of each such executive officer in the Company's
performance-based bonus program. Each agreement requires the Company to pay
12 months' severance pay following termination if the executive officer has
been employed for at least one year, and 24 months' severance pay if the
executive officer has been employed at least five years. Severance pay is
due if the executive is terminated by the Company without cause or if the
executive leaves for "good reason" as defined in the agreements. The amount
of severance pay is a combination of annual base salary and average annual
bonus for the prior three years. The executive is required not to compete
with the Company for at least two years following termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2000 non-employee directors Dr. Robert H. Hayes, Dr. Marvin G.
Schorr, and Dr. Mark S. Wrighton served as members of the Human Resources
and Compensation Committee. None of the Human Resources and Compensation
Committee members or Named Executive Officers has any relationships that
must be disclosed under this caption.
SECURITY OWNERSHIP BY PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of shares of the Company's Common Stock as of March
14, 2001, (i) by each person (including any partnership, syndicate, or
other group) known to management to be the beneficial owner of more than
five percent of the outstanding shares of Common Stock, (ii) by each
director of the Company, (iii) by each of the Named Executive Officers and
(iv) by the executive officers and directors of the Company as a group.
13
Except as indicated in the footnotes to this table, the persons
named in the table have sole voting and investment power with respect to
the shares shown as beneficially owned by them.
Shares Beneficially Owned
-----------------------------------
Beneficial Owner Number Percent of Class
- ----------------------------------------------------------------------------------
Capital Group International, Inc. 2,390,260(1) 10.6%
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384
Capital Guardian Trust Company 2,223,800(1) 9.9%
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384
DePrince, Race & Zollo 1,892,799(1) 8.4%
201 South Orange Avenue
Orlando, FL 32801
Wellington Management Company LLP 1,464,750(1) 6.5%
75 State Street
Boston, MA 02109
Non-Employee Directors:
Arthur R. Buckland 8,000(2) **
Matthew O. Diggs, Jr. 14,000(2) **
Frank Gabron 46,800(2) **
Robert H. Hayes 6,000(2) **
Marvin G. Schorr 100,800(2) **
Mark S. Wrighton 18,400(2) **
Named Executive Officers:
Robert J. Lepofsky 316,594(2)(3) 1.39%
President and Chief Executive Officer
Michael El-Hillow 55,359(2) **
Senior Vice President and Chief
Financial Officer
Robert E. Anastasi 82,294(2) **
Executive Vice President
Christopher Moody 23,690(2) **
Senior Vice President
All Directors and Executive Officers
as a Group (10) 671,937(2)(3) 2.95%
14
<FN>
- -------------------
** Less than 1 percent of shares outstanding.
<F1> Based on Schedules 13G or 13D filed with the Securities and Exchange
Commission.
<F2> Includes shares that each named individual has the right to acquire
within 60 days from March 14, 2001, through the exercise of options.
The amounts listed include shares under such options as follows: Mr.
Buckland, 8,000; Mr. Diggs, 6,000; Mr. Gabron, 8,000; Dr. Hayes,
4,000; Dr. Schorr, 8,000; Dr. Wrighton, 10,000; Mr. Lepofsky, 25,000;
Mr. El-Hillow, 52,500; Mr. Anastasi, 67,500; Mr. Moody, 22,500, and
all directors and executive officers as a group, 211,500.
<F3> Includes 40,000 shares held in a trust fund, with respect to which
shares Mr. Lepofsky disclaims beneficial ownership.
</FN>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and persons who own
more than 10 percent of the Common Stock of the Company, to file with the
Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock of the Company. Executive officers,
directors, and greater-than-10-percent stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) reports
they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no
other reports were required during the year ended December 31, 2000, all
Section 16(a) filing requirements applicable to its executive officers,
directors, and greater-than-10-percent beneficial owners were complied
with.
ANNUAL REPORT AND AUDITORS
The Company's Annual Report on Form 10-K for the year ended December
31, 2000, includes financial statements and a report of
PricewaterhouseCoopers LLP. A representative of Pricewater-houseCoopers LLP
is expected to be present at the Meeting to make a statement, if he or she
so desires, and to respond to appropriate questions. The fees for services
provided by Pricewaterhouse-Coopers LLP to the Company in 2000 were as
follows:
Audit Fees $180,300
Tax Consulting and Compliance 206,088
--------
$386,388
Copies of the Annual Report on Form 10-K may be obtained by
stockholders without charge upon written request addressed to Investor
Relations, Helix Technology Corporation, Mansfield Corporate Center, Nine
Hampshire Street, Mansfield, Massachusetts 02048-9171.
15
OTHER MATTERS
Management does not know of any matters to be presented to the
Meeting other than as described above. If any other matters properly come
before the Meeting and discretionary voting authority can be exercised, it
is intended that the holders of the Proxies will vote the Proxies upon
those matters in accordance with their best judgment.
STOCKHOLDER PROPOSALS
The Company must receive any stockholder proposal intended to be
included in the Company's proxy materials for the 2002 Annual Meeting of
Stockholders no later than November 22, 2001. The Company must receive any
stockholder proposals intended to be presented at such meeting in 2002 not
later than 45 days prior to the meeting.
EXPENSES OF SOLICITATION
The cost of preparing, assembling, and mailing proxy materials will
be borne by the Company. In addition to solicitation by use of the mails,
the Company may request brokers and banks to forward copies of proxy
materials to persons for whom they hold Common Stock and to obtain
authority for the execution and delivery of Proxies. Several officers and
employees of the Company may request the return of the Proxies by
telephone, facsimile, and personal interview.
Beverly L. Armell
Corporate Secretary
March 30, 2001
16
APPENDIX A
HELIX TECHNOLOGY CORPORATION
CHARTER
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
PURPOSE:
The principal purpose of the Audit Committee is to assist the Board
of Directors in fulfilling its responsibility to oversee the Company's
financial reporting process, including reviewing the financial reports and
other financial information provided by the Company, the Company's systems
of internal accounting and financial controls, and the annual independent
audit process.
The outside auditor is ultimately accountable to the Board and the
Committee, as representatives of the stockholders. The Board and the
Committee shall have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the outside auditor. The Committee
shall be responsible for overseeing the independence of the outside
auditor.
This Charter shall be reviewed for adequacy on an annual basis by the
Board.
MEMBERSHIP AND TERM OF APPOINTMENT:
The Audit Committee shall consist of not less than three directors. A
chairperson and the Committee members shall be elected annually by the
affirmative vote of at least a majority of the whole Board of Directors.
The Committee's composition will meet the requirements of the Nasdaq
Audit Committee Requirements. Accordingly, all of the members will be
directors:
* Who have no relationship to the Company that may interfere with
the exercise of their independence from management and the
Company; and
* Who are financially literate or who become financially literate
within a reasonable period of time after appointment to the
Committee.
In addition, at least one member of the Committee will have
accounting or related financial management expertise.
A-1
QUORUM AND VOTING:
At the meetings of the Audit Committee, the presence of a majority of
all members shall be necessary to constitute a quorum for the transaction
of business, and the affirmative vote of a majority of all members shall be
necessary to take any action.
RULES:
The Audit Committee may adopt such rules and regulations, not
inconsistent with law nor with the provisions of the Restated Certificate
of Incorporation or the By-Laws or of any applicable resolution of the
Board of Directors, for the calling and holding of meetings of the
Committee and for the transaction of business at such meetings, as the
Committee may deem necessary and desirable. The Committee shall keep
regular minutes of its proceedings and shall report the same to the next
meeting of the Board of Directors.
RESOURCES AND AUTHORITY:
The Audit Committee shall be provided with the necessary resources,
including staff and administrative support, by the Company to effectively
discharge its duties and responsibilities assigned by the Board of
Directors. The Audit Committee shall have the discretion to institute
investigations of improprieties or suspected improprieties, including the
standing authority to retain special counsel or other staff, with full
access to all books, records, facilities, and personnel of the Company.
KEY RESPONSIBILITIES:
The Committee's role is one of oversight, and it is recognized that
the Company's management is responsible for preparing the Company's
financial statements and that the outside auditor is responsible for
auditing those financial statements.
The following functions shall be the common recurring activities of
the Committee in carrying out its oversight function. The functions are set
forth as a guide and may be varied from time to time as appropriate under
the circumstances.
* The Audit Committee shall meet at least three times each year and
shall call special meetings, as circumstances require. The Audit
Committee shall review the financial reporting process and shall
review management's system of internal controls designed to
provide reasonable assurance as to the integrity, objectivity,
consistency, and fair presentation of the Company's financial
statements. When appropriate, the Audit Committee shall meet with
legal counsel to discuss legal matters that may have an impact on
the Company's financial statements.
A-2
* The Committee shall review with management and the outside auditor
the audited financial statements to be included in the Company's
Annual Report on Form 10-K and the Annual Report to Stockholders,
and shall review and consider with the outside auditor the matters
required to be discussed by Statement on Auditing Standards No.
61.
* If necessary, the Committee shall review as a whole, or through
the Committee Chair, with the outside auditor, prior to filing
with the Securities and Exchange Commission, the Company's interim
financial information to be included in the Company's Quarterly
Reports on Form 10-Q and the matters required to be discussed by
SAS No. 61.
* Before the beginning of each fiscal year, the Audit Committee
shall review management's plans for engaging the Company's
independent public accountant to perform management services
during the coming year, considering the types of services that may
be rendered and the proposed fees.
* Annually, the Audit Committee shall review and approve the
selection of an independent public accountant, and review
management's evaluation of factors related to the independence of
the Company's public accountant. The Committee shall request from
the outside auditor annually a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard No. 1,
discuss with the outside auditor any such disclosed relationships
and their impact on the outside auditor's independence and take,
or recommend that the Board take, appropriate action regarding the
independence of the outside auditor.
* The Audit Committee shall review the management of the Company's
Pension Plan. At least once a year the Audit Committee will meet
with Company management to review performance.
April 2000
A-3
PROXY
HELIX TECHNOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert J. Lepofsky and Beverly L. Armell
and each of them as Proxies of the undersigned, each with the power of
substitution, and hereby authorizes each of them to represent the
undersigned at the Annual Meeting of Stockholders to be held on April 25,
2001, or any adjournment thereof, and there to vote all shares of Helix
Technology Corporation held of record by the undersigned on March 14, 2001,
as directed on the reverse side hereof. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES. If any nominee for Director is unable
or unwilling to serve, the shares represented hereby will be voted for
another person in accordance with the judgment of the Proxies named herein.
In addition, in their discretion, the Proxies are hereby authorized to vote
upon such other business as may properly come before the meeting or any
adjournment thereof. This Proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder.
SEE REVERSE (IMPORTANT--TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE
SIDE SIDE
[X] Please mark
votes as in
this example.
1. Election of Directors.
Nominees: (01) A. Buckland, (02) M. Diggs, Jr., (03) F. Gabron,
(04) R. Hayes, (05) R. Lepofsky, (06) M. Schorr,
(07) M. Wrighton
[ ] FOR [ ] WITHHELD
ALL FOR ALL
NOMINEES NOMINEES
[ ] ____________________ MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
For all nominees
except as noted above MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name
appears. Joint owners should each sign
personally. If acing as attorney,
executor, trustee, or in other
representative capacity, sign name and
title.
Signature: ____________ Date: ______ Signature: ____________ Date: ______