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 the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
MPM TECHNOLOGIES INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] 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.
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MPM TECHNOLOGIES, INC.
222 W. Mission Ave.
Spokane, WA 99202
NOTICE OF 2001 ANNUAL STOCKHOLDERS' MEETING
To: The Stockholders of MPM Technologies Inc.
NOTICE IS HEREBY GIVEN that the 2001 Annual Stockholders' Meeting of MPM
Technologies Inc., will be held at 707C West Algonquin Road, Arlington Heights,
Illinois, on June 11, 2001 at 9:00 am local time, for the following purposes:
1. To Elect Three Directors of the Company;
2. To Amend the 1989 Stock Option Plan;
3. To consider and act upon any other matters which may properly come before
the meeting.
The Board of Directors has fixed the close of business on April 30, 2001 as the
Record Date for the determination of shareholders entitled to notice of and to
vote at the meeting. This notice and Proxy Statement and the enclosed form of
proxy are being sent to stockholders of record at the close of business on or
about May 11, 2001 to enable such stockholders to state their instructions with
respect to the voting of the shares. Proxies should be returned to Computershare
Trust Company, Inc. 12039 W. Alameda Parkway, Lakewood, Colorado 80228 in the
reply envelope enclosed.
By Order of the Board of Directors,
Michael J. Luciano
Chairman of the Board and
Chief Executive Officer
May 11, 2001/Date of Mailing
WE URGE EACH STOCKHOLDER WHO IS UNABLE TO ATTEND THE MEETING TO VOTE BY PROMPTLY
SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY CARD IN THE REPLY ENVELOPE
PROVIDED.
PROXY STATEMENT RELATING TO
2000 ANNUAL MEETING OF STOCKHOLDERS
INTRODUCTION
This Proxy Statement is being furnished by the Board of Directors of MPM
Technologies Inc., (MPM) a Washington corporation, to holders of shares of MPM
stock, in connection with the solicitations by the Board of Directors of proxies
to be voted at the 2001 Annual Meeting of Stockholders to be held at 707C West
Algonquin Road, Arlington Heights, Illinois, on June 11, 2001, at 9:00 a.m.
local time, and any adjournment or adjournments thereof, for the purpose set
forth in the accompanying Notice of Annual Meeting. This Proxy Statement and
Annual Report for the year ended December 31, 2000, are first being mailed to
shareholders on or about May 11, 2001. The executive offices of the Company are
located at, 339 Jefferson Road, Parsippany, NJ 07054.
VOTING AT ANNUAL MEETING
The Board of Directors of the Corporation has fixed the close of business on
April 30, 2001, as the date of record (the "Record Date") for determination of
the shareholders entitled to notice of, and to vote at, the Annual Meeting. As
of the Record Date, there were 2,948,795 issued shares of common stock entitled
to vote. A majority of such shares will constitute a quorum for the transactions
of business at the Annual Meeting. The holders of record on the Record Date of
the shares entitled to be voted at the Annual Meeting are entitled to cast one
vote per share on each matter submitted to vote at the Annual Meeting. All
action proposed herein may be taken upon a favorable vote of the holders of a
majority of such shares of common stock represented at the Annual Meeting,
provided a quorum is present at the meeting in person or by proxy.
Proxy. Shares of common stock which are entitled to be voted at the Annual
Meeting and which are represented by properly executed proxies will be voted in
accordance with the instructions indicated in such proxies. If no instructions
are indicated, such shares will be voted: (a) FOR the election of three
individuals to the Corporation's Board of Directors; (b) FOR the amendment to
the 1989 Stock Option Plan and (c) at the discretion of the proxy holder, any
other matters which may properly come before the Annual Meeting. A shareholder
who has executed and returned a proxy may revoke it at any time before it is
voted at the Annual Meeting by executing and returning a proxy bearing a later
date, by giving written notice of revocation to the Secretary of the Corporation
or by attending the Annual Meeting and voting in person. A proxy is not revoked
by the death or incompetence of the maker unless before the authority granted
thereunder is exercised, written notice of such death or incompetence is
received by the Company from the executor or administrator of the estate or from
a fiduciary having control of the shares represented by such proxy.
The Corporation will bear all the costs and expenses relating to the
solicitation of proxies,
including the costs of preparing, printing and mailing this Proxy Statement and
accompanying material to shareholders. In addition to the solicitation of
proxies by use of the mails, directors, officers, employees or consultants
without compensation, may solicit proxies personally or by telephone or
telegram.
Voting Power. Shareholders of the Common Stock of MPM are entitled to one vote
for each share held.
Dissenters' Rights. None of the actions contemplated to be taken at the MPM
Special Shareholder Meeting give rise to the dissenters' rights under the
Washington Business Corporations Act.
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
PURPOSE OF ANNUAL MEETING
PURPOSE OF ANNUAL MEETING
Election of Directors
It is intended that the proxies solicited hereby will be voted FOR election of
the nominees for director listed below, unless authority to do so has been
withheld. The Board of Directors knows of no reason why the nominees will be
unable to accept election. However, if any present member becomes unable to
accept election, the Board of Directors will select substitute nominees. If
substitute nominees are selected, proxies will be voted in favor or such
nominees.
The Board of Directors is divided into three classes, with the term of office of
each class ending in successive years. The term of Directors of Class I expires
with the 2001 Annual Meeting, Directors of Class II expires with the 2002 Annual
Meeting and Class III expires with the 2003 Annual Meeting.
CLASS I - Three-Year Term Expiring in 2001
Michael J. Luciano, age 47, is Chairman of the Board and Chief Executive Officer
of the company. Mr. Luciano was co-owner of Morris County Sanitation Services,
E. Hanover, NJ, where he was involved in acquisitions, governmental regulatory
permitting and compliance. He is the owner of MJL Associates, a company
providing consulting services in solid waste facilities, permitting,
construction and operations.
Director Since 1998
Executive Committee
Glen Hjort, age 48, is Chief Financial Officer and Director of the Company. Mr.
Hjort received a B.S. in Accounting at the University of Illinois in 1979,
C.P.A. Certificate in 1980 and C.I.S.A. Certificate in 1993. From 1993-1996 he
was CFO for a small publicly traded franchiser and retailer where he was
responsible for all accounting, personnel and
administrative functions for the corporate offices and corporate stores. From
1996 to present, Mr. Hjort has been sole proprietor - Accounting and Consulting
Practice - servicing numerous corporate clients in a wide variety of industries.
He is a member of the American Institute of Certified Public Accounts, Illinois
CPA Society and Information Systems Audit and Control Association.
Director Since 1998
Audit Committee, Executive Committee
Anthony L. Lee, age 65, is a Director of Company. Mr. Lee received a B.S. in
Chemical Engineering from the University of California, Berkeley, an M.S. in
Chemical Engineering from the Missouri School of Mines and completed Ph.D course
requirements at the Illinois Institute of Technology. Since joining the staff of
the Institute of Gas Technology in 1961, Mr. Lee has been director of the API's
Project 65 and has supervised research on the transport and thermodynamic
properties of fluids, liquefied natural gas, coal gasification, gas process and
catalysis. He is a member of the American Institute of Chemical Engineers and
the American Chemical Society. Mr. Lee is a registered professional engineer in
the State of Illinois and in the Province of Ontario, Canada.
Director Since 1998
Audit Committee
MANAGEMENT RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE NOMINEES TO THE BOARD
OF DIRECTORS OF THE COMPANY.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
CLASS II - Three-Year Term expiring 2002
Myron Katz has been Vice President and a Director since 1985. He received his
Bachelor of Science Degree in Merchandising from Fairleigh Dickinson University
in 1952 and graduated from Lewis Hotel School in 1953. Mr. Katz has over 40
years diversified administrative and managerial experience. He is the past
President of Central Credit Clearing Bureau in Newark and East Orange, New
Jersey. Mr. Katz is currently a private consultant facilitating various business
ventures.
Director Since 1985
Compensation Committee
Daniel D. Smozanek, age 75, is Treasurer and Director of the Company. Mr.
Smozanek was owner and President of Spring House Tree Service in Summit, New
Jersey from 1947-1972. From 1972 to Present, he has been a partner in land
development and real estate sales in Montana. During this time he was engaged in
the exploration of 29 mining claims in the Flathead National Forest. From
1980-1988, Mr. Smozanek was a partner in MADD Exploration, an affiliate of the
Company.
Director Since 1985
Compensation Committee
CLASS III - Three Year Term Expiring in 2003
Richard E. Appleby, age 60, is Vice President and Director of the Company. Mr.
Appleby was Superintendent and Manager of A-L Services and Farm Harvesting from
1957-1973. From 1973-1980, he was Vice President of A-L Services and has been
President of A-L Services since 1980. Mr. Appleby was a partner in MADD
Exploration, an affiliate of the Company from 1980-1988.
Director Since 1985
Compensation Committee
Dr. Richard Kao, age 60 has been a Director since 1998. Dr. Kao has a Ph.D. and
MS in Chemical Engineering from Illinois Institute of Technology in Chicago, and
a BS in Chemical Engineering from Tunghai University in Taiwan. He is presently
serving as Senior Vice President of Unitel Technologies, Inc., and is
responsible for the research, development, economic evaluation, assessment and
upgrade of new technologies for commercial application for chemical, petroleum,
solid/semi-solid/liquid waste, synthetic fuel, food, pulp and paper industries.
Prior to joining Unitel, he was Director of Technologies for Xytel Corporation
(1988-1996) and Chemical Engineer for the Gas Technology Institute (1967-1982).
He is a Registered Professional Engineer in Illinois and a member of Sigma Xi
and the National Society of Processional Engineers. Dr. Kao resides in
Northbrook, Illinois.
Director Since 1999
Audit Committee
L. Craig Cary Smith, age 51, is a Director of the Company. He is a 1981 graduate
of Gonzaga University Law School and was admitted to the Washington State Bar
that same year. Mr. Smith is a partner in general practice at Smith, Hemingway
and Anderson, P.S., in Spokane, Washington.
Director Since 1985
AMEND THE 1989 STOCK OPTION PLAN
The Board of Directors is proposing to amend the 1989 Stock Option Plan (the
"Plan") to increase the number of shares of common stock issuable under the Plan
by THREE HUNDRED THOUSAND (300,000) shares of common stock.
The Company currently does not pay any cash compensation to its Directors,
although they are reimbursed for out-of-pocket expenses incurred in attending
meetings. Directors are compensated for their time and efforts solely through
grant of stock options. The Company believes that increasing the number of
shares in the Plan would, among other things, continue to promote the interests
of the Company and its subsidiaries and its stockholders by attracting,
retaining and stimulating the performance of officers, directors and key
salaried employees. The Board of Directors feels the proposed amendment to
increase the number of options in the Plan is of vital importance to further the
goal for future acquisitions.
MANAGEMENT RECOMMENDS A VOTE FOR ADOPTION OF THE AMENDMENT TO THE 1989 STOCK
OPTION PLAN
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not aware of
any matters that will be presented for action at the 2001 Annual Meeting other
than those described above. Should other business properly be brought before the
Annual Meeting, it is intended that the accompanying Proxy will be voted thereon
in the discretion of the persons named as proxies. The Company's Annual Report
for the fiscal year ended December 31, 2000, is enclosed with this Proxy
Statement.
PRINCIPAL SHAREHOLDERS
As of the Record Date there were 680 shareholders of record. The Company
estimates that there are approximately 2,300 beneficial shareholders. The
following table sets forth the identity of the beneficial owners of more than
five percent (5%) of the outstanding shares of MPM Common Stock:
Common Percentage
Shareholder Stock Owned[1] of Outstanding
Michael J. Luciano 673,910[2] 18.7
Charles A. Romberg 244,113[3] 6.7
Richard E. Appleby 231,155 6.4
United States Filter Corp 146,666[4] 5.0
[1] Includes options available for exercise, specifically, Michael J. Luciano
321,890; Charles A. Romberg 240,556 and Richard E. Appleby 38,000.
[2] Does not include 378,815 shares of the Company's outstanding stock owned by
a trust for which Mr. Luciano is the Executor.
[3] During 1999, Mr. Romberg resigned as President and Director of the Company.
[4] During 1999, Eau Acquisition Corp. a wholly owned subsidiary of VIVENDI,
Paris, France purchased U.S. Filter Corporation.
As of the Record Date no other person or group was known by the Registrant to
own more than five percent of its common stock.
TRANSACTIONS WITH MANAGEMENT
The Company has contracted with R.D. Little Company to provide shareholder and
investor relations services. R.D. Little Company is owned by Robert D. Little,
Secretary of the Company.
EXECUTIVE COMPENSATION
Current Remuneration
Except as noted below during 2000, none of the officers or directors was
compensated for his services as an officer or director. Each is reimbursed for
out-of-pocket expenses incurred on Company business.
The following tables show the remuneration of officers and directors in excess
of $100,000 in 2000 and 1999.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Name and
Principal
Position Year Salary Bonus Compensation Award(s) $Payout(s) Compensation
Michael J. Luciano 2000 $ 25,000
Chairman & CEO 1999 $ 60,000 301,667 options granted at market
Robert D. Little 2000 $ 85,688
Corporate Secretary 1999 $132,196
OPTION GRANTS IN 2000 FISCAL YEAR
INDIVIDUAL GRANTS
NONE
Aggregated Option/SAR Exercises in Last Fiscal Year
and FYE 2000 Option/SAR Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End
Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized ($) Unexercisable Unexercisable
Michael J. None 321,890 $1,638,420
Luciano Exercisable
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End
Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized ($) Unexercisable Unexercisable
L. Craig C. None 139,945 $ 712,320
Smith Exercisable
Robert D. None 108,223 $ 550,855
Little Exercisable
Glen None 40,000 $ 203,600
Hjort Exercisable
Richard E. None 38,000 $ 193,420
Appleby Exercisable
Daniel D. None
Smozanek 8,000 $ 40,720
Exercisable
Myron None
Katz 8,000 $ 40,720
Exercisable
Proposed Remuneration
Except as noted above none of the directors is compensated for their services as
a director. Each is reimbursed for out-of-pocket expenses incurred on Company
business. It is not contemplated that any salaries will be paid unless, and
until such time as, the Company may require full time commitments from any
officer or director.
Incentive and Compensation Plans and Arrangements
The Company has a $1 million key man insurance policy on Michael J. Luciano. The
Company has no retirement, profit sharing, pension, or insurance plans covering
its other officers and directors. No advances have been made, nor are any
contemplated, by the Company to any of its officers or directors.
1989 Stock Option Plan
The shareholders of the Company, at the Annual Shareholders Meeting on May 22,
1989, voted to approve the 1989 Stock Option Plan (the "Plan") a stock option
plan for selected officers, directors and employees of the Company. The purpose
of the Plan is to promote the interests of the Company and its stockholders by
attracting, retaining and stimulating the performance of selected officers,
directors and employees and giving them the opportunity to acquire a proprietary
interest in the Company's business and an increased personal interest in this
continued success and progress.
The Compensation Committee, (the "Committee") comprised of three members of the
Board of Directors, administers this Plan. The Committee has the authority in
its discretion to determine all matters relating to the options to be granted
under the Plan, including
selection of the individuals to be granted options, the number of shares to be
subject to each grant, the date of grant, the termination of the options, the
option term, vesting schedules, and all other terms and conditions thereof.
Options and Stock Appreciation Rights are evidenced by written agreements, which
contains such terms and conditions as may be determined by the Committee. The
Option price at which shares may be purchased upon exercise of a particular
option are such price as may be fixed by the Committee. The term during which
options and Stock Appreciation Rights may be granted under the Plan expires as
set in the discretion of the Committee.
The aggregate number and class of shares on which options and Stock Appreciation
Rights may be granted under this Plan, the number and class of shares covered by
each outstanding option, and the exercise price per share thereof (but not the
total price), of each such option, are proportionately adjusted for any increase
or decrease in the number of issued shares of common stock of the Company
resulting from a split up or consolidation of shares, or any spin-off, spin-out,
split-up, or other distribution of assets to shareholders or any like capital
adjustment or the payment of any such stock dividend, or any other increase or
decrease in the number of shares of common stock of the Company without the
receipt of consideration by the Company or assumption and conversion of
outstanding grants due to an acquisition.
Change of Control Arrangement
There are currently no changes of control arrangements in place.
Change in and Disagreements with accountants on Accounting and Financial
Disclosure
There was no change in or disagreements with accountants on Accounting and
Financial Disclosure.
Indemnification of Directors
The Washington Business Corporation Act (the "Washington Business Act") provides
that a company may indemnify its directors and officers as to certain
liabilities. The Company's Articles of Incorporation and Bylaws provide for the
indemnification of its directors and officers to the fullest extent permitted by
law. The effect of such provisions is to indemnify the directors and officers of
the Company against all costs, expenses and liabilities incurred by them in
connection with any action suit or proceeding in which they are involved by
reason of their affiliation with the Company, to the fullest extent permitted by
law.
Compliance with Section 16(a) of the Securities Exchange and Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the directors and
executive officers, and persons who own beneficially more than ten (5%) percent
of the common stock of the Company, to file reports of ownership and changes in
ownership, with the
Securities and Exchange Commission. Copies of all reports are required to be
furnished to the Company pursuant to Section 16(a). Based on the reports
received by the Company, the Company believes that the directors, officers, and
greater than ten (5%) percent beneficial owners, complied with all applicable
reporting requirements during the year ended December 31, 2000.
Information on Committees of the Board of Directors and Meetings
During the fiscal year ended December 31, 2000, the Board of Directors met eight
times. The Board of Directors has an Executive Committee, Audit Committee and
Compensation Committee. The Company has no Nominating Committee and the full
Board of Directors selects nominees for election as directors.
The Audit Committee makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the scope and results of the audit, reviews management's evaluation of the
Company's system of internal controls, and reviews non-audit professional
services provided by the independent accountants and the range of audit and
non-audit fees. The Audit Committee will also review at least annually
reimbursement of costs by the company and subsidiaries. The Audit Committee
currently consists of Glen Hjort, Chief Financial Officer of the Company and two
independent directors, Richard Kao and Anthony L. Lee.
The Compensation Committee establishes salaries, incentives and other forms of
compensation for directors, officers and other key employees of the Company,
administers the 1989 Stock Option Plan and recommends policies relating to
benefit plans. The Compensation Committee currently consists of Daniel D.
Smozanek, Richard E. Appleby, and Myron Katz.
The Executive Committee possesses all of the powers of the Board except the
power to issue stock, approve mergers and acquisitions with nonaffiliated
corporations, or declare dividends and certain other powers specifically
reserved by Washington State law to the Board.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
The deadline for submitting stockholder proposals for inclusion in the Company's
Proxy Statement and form of Proxy for the Company's annual meeting was March 1,
2001. Such proposals must be submitted in writing and should be sent to the
attention of the Secretary of the Corporation.
FORM 10-KSB
Any shareholder of record may obtain a copy of the Corporation's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2000, by written request
to the Company. Executive Offices are located at 339 Jefferson Road, Parsippany,
NJ 07054.
BY ORDER OF THE BOARD OF DIRECTORS
Robert D. Little
Corporate Secretary
MPM TECHNOLOGIES INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS
ON JUNE 11, 2001, 9:00 A.M.
707C WEST ALGONQUIN ROAD, ARLINGTON HEIGHTS, ILLINOIS 60005
The undersigned appoints Michael J. Luciano and Robert D. Little, or each of
them proxies of the undersigned, with full power of substitution, to vote all
shares of MPM Technologies, Inc., the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held June 11, 2001 or at any adjournment
thereof, with all powers the undersigned would have if personally present.
THE SHARES WILL BE VOTED AS DIRECTED WITH RESPECT TO OTHER MATTERS OF BUSINESS
PROPERLY BROUGHT BEFORE THE MEETING, AS THE PROXIES SHALL DECIDE. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, and 3.
MANAGEMENT RECOMMENDS VOTING FOR THE FOLLOWING PROPOSALS.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked). To withhold
authority for any individual, place an N next to that person's name.
___Michael J. Luciano ___Glen Hjort ___Anthony Lee
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. TO APPROVE THE AMENDMENT TO THE 1989 STOCK OPTION PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING.
Sign exactly as your name appears hereon. When signing in a representative or
fiduciary capacity, indicate title. If shares are held jointly, each holder
should sign. For a corporation, a duly authorized officer who should state
his/her title should sign the full corporation name. For a partnership, an
authorized person should sign in partnership name.
Date _________________, 2001.
Signature___________________________ Signature Partnership_____________________
Signature___________________________ Signature Corporation_____________________
(If jointly held)