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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
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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Commission Only (as permitted by
Rule 14a-6(e)(2))
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[ ] Definitive Additional Materials
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Viasystems Group, Inc.
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(Name of Registrant as Specified In Its Charter)
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VIASYSTEMS GROUP, INC.
101 SOUTH HANLEY ROAD, SUITE 400
ST. LOUIS, MISSOURI 63105
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To the Stockholders of Viasystems Group, Inc.:
Our Annual Meeting of stockholders ("Annual Meeting") will be held at the
St. Regis Hotel, Two East 55th Street at Fifth Avenue, New York, New York 10022,
on Tuesday, May 1, 2001, at 8:00 a.m., Eastern Standard Time, for the following
purposes:
1. To elect three (3) Class I directors to serve for terms expiring in
2004;
2. To ratify the selection of PricewaterhouseCoopers LLP to serve as
the Company's independent auditor for 2001;
3. To approve the Viasystems Group, Inc. 2001 Stock Based Compensation
Plan; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 2, 2001, as
the date for the determination of stockholders entitled to notice of and to vote
at the Annual Meeting. A complete list of the stockholders entitled to vote at
the Annual Meeting will be open to the examination of stockholders for any
purpose germane to the Annual Meeting during ordinary business hours for a
period of ten days prior to the Annual Meeting at our office, 101 South Hanley
Road, Suite 400, St. Louis, Missouri 63105.
A copy of our Annual Report for fiscal year 2000 accompanies this Notice.
By Order of the Board of Directors,
/s/ DAVID J. WEBSTER
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David J. Webster
Secretary
April 9, 2001
St. Louis, Missouri
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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VIASYSTEMS GROUP, INC.
101 SOUTH HANLEY ROAD, SUITE 400
ST. LOUIS, MISSOURI 63105
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 1, 2001
The enclosed proxy is solicited by the Board of Directors of Viasystems
Group, Inc. for use at the 2001 Annual Meeting of stockholders. This Proxy
Statement is intended to provide you with information regarding the actions to
be taken at the meeting, as well as pertinent information relating to us, our
officers and directors, so that you might make an informed decision in voting at
the meeting or by utilizing the enclosed proxy. As used in this Proxy Statement,
unless the context otherwise requires, the terms "we," "us," "our," "the
Company" or "Viasystems Group" refers to Viasystems Group, Inc.
ANNUAL MEETING: The Annual Meeting of stockholders will be held on
Tuesday, May 1, 2001, at 8:00 a.m., Eastern
Standard Time, at the St. Regis Hotel, Two East
55th Street at Fifth Avenue, New York, New York
10022.
RECORD DATE: If you were a stockholder at the close of business
on April 2, 2001, then you may vote at the meeting.
If you hold our common stock, then you are entitled
to one vote per share. There is no cumulative
voting in the election of directors. On the record
date, 139,277,037 shares of our common stock were
outstanding.
AGENDA: The purpose of the meeting is to vote on the
following proposals:
1. To elect three (3) Class I directors to serve
for terms expiring in 2004;
2. To ratify the selection of
PricewaterhouseCoopers LLP to serve as our
independent auditor for 2001;
3. To approve the Viasystems Group, Inc. 2001 Stock
Based Compensation Plan; and
4. To transact such other business as may properly
come before the meeting or any adjournment
thereof.
Unless you tell us in your proxy to vote
differently, we will vote your proxies "FOR" the
Class I director nominees named in agenda item 1
and "FOR" agenda items 2 and 3. The Board of
Directors or proxy holders will use their
discretion on other matters that may arise at the
meeting. If a nominee cannot or will not serve as a
director, then the Board of Directors or proxy
holders will reserve the right to substitute
another nominee of their choice.
QUORUM: The holders of a majority of shares entitled to
vote will constitute a quorum at the meeting. Votes
that are withheld in the election of directors or
abstain with respect to all other matters properly
brought before the meeting will be treated as
shares present for determining a quorum.
Proxies relating to "street name" shares which are
not voted by brokers on one or more, but less than
all, matters (so called "broker non-votes") will be
considered as shares present for purposes of
determining a quorum.
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VOTES REQUIRED
FOR APPROVAL: The affirmative vote of a majority of the votes
present in person or represented by proxy are
required to elect each person nominated as a
director. Shares marked "Withhold Authority" with
respect to the election of directors, or any
particular director, will have the same effect as a
vote against the nominees or the individual
nominee, respectively. Broker non-votes will have
no effect.
The affirmative vote of a majority of the votes
present in person or represented by proxy are
required to approve agenda items 2 and 3 and any
other proposals properly brought before the meeting
(except where Delaware law, our Amended and
Restated Certificate of Incorporation or our
Amended and Restated Bylaws require a greater
vote). Shares marked "Abstain" will have the same
effect as a vote against such proposal. Broker
non-votes will have no effect on the approval of
such proposal.
PROXIES SOLICITED BY: The Board of Directors of Viasystems Group is
soliciting proxies for use at the meeting.
FIRST MAILING DATE: The Company anticipates first mailing this Proxy
Statement no later than April 10, 2001.
REVOKING YOUR PROXY: You may revoke your proxy before it is voted at the
meeting. To revoke:
Deliver a signed, written revocation letter, dated
later than the proxy, to David J. Webster,
Secretary, at our St. Louis address listed on the
first page;
Submit a proxy with a later date; or
Attend the meeting and vote in person or by proxy.
Attending the meeting alone will not revoke your
proxy.
ANNUAL REPORT: Our 2000 Annual Report is being mailed to you with
this Proxy Statement.
YOUR COMMENTS: Your comments about any aspect of our business are
welcome. You may provide comments by using the
space provided on the proxy card or by calling John
Hastings at (314) 719-1831.
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
PROMPT RETURN OF YOUR PROXY WILL HELP REDUCE THE COST OF THIS SOLICITATION.
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DIRECTORS
The Board of Directors of the Company is classified into three classes.
Each Class I director will hold office until the 2001 Annual Meeting of
stockholders, and if re-elected, until the 2004 Annual Meeting of stockholders.
Each Class II director will hold office until the 2002 Annual Meeting of
stockholders, and each Class III director will hold office until the 2003 Annual
Meeting of stockholders. In each case, each director will hold office until his
successor is duly elected or appointed and qualified in the manner provided in
the Amended and Restated Certificate of Incorporation of the Company or the
Amended and Restated Bylaws of the Company, or as otherwise provided by
applicable law.
DIRECTORS TO BE ELECTED AT THE 2001 MEETING
Richard W. Vieser, age 73, has been a director of Viasystems Group since
January 1997 and currently serves as a Class I director. Mr. Vieser is the
retired Chairman of the Board, Chief Executive Officer and President of Lear
Siegler, Inc. (a diversified manufacturing company), the former Chairman of the
Board and Chief Executive Officer of FL Industries, Inc. and FL Aerospace (also
diversified manufacturing companies) and the former President and Chief
Operating Officer of McGraw-Edison Co. He is the Chairman of the Board of Varian
Medical Systems and is also a director of Harvard Industries, Inc.,
International Wire Holding Company and Apogent Technologies, Inc (formally
Sybron International Corporation).
Kenneth F. Yontz, age 56, has been a director of Viasystems Group since
January 1997 and currently serves as a Class I director. Mr. Yontz is the
Chairman of Apogent Technologies Inc. (formerly Sybron International
Corporation), a manufacturer of life science and laboratory products, and is the
Chairman of Sybron Dental Specialties Inc., a manufacturer of dental products.
Mr. Yontz is also a director of Playtex Products, Inc. Prior to joining Apogent
Technologies, Inc., Mr. Yontz was Group Vice President and Executive Vice
President of the Allen-Bradley Company. Mr. Yontz also held various managerial
and professional positions with Chemetron from 1974 to 1980 and at Ford Motor
Company from 1966 to 1974.
Thomas H. O'Brien, age 64, has been a director of Viasystems Group since
May 2000 and currently serves as a Class I director. Mr. O'Brien is chairman of
The PNC Financial Services Group, Inc. and PNC Bank, National Association and a
member of PNC's Office of the Chairman. Mr. O'Brien was appointed to the Board
of Directors and elected Vice Chairman of PNC in 1983, President and Chief
Executive Officer in 1985 and Chairman in June 1988. Prior to his election as
President and Chief Executive Officer in 1985, he was Chairman and Chief
Executive Officer of Pittsburgh National Bank (predecessor of PNC Bank). He
joined Pittsburgh National Bank in 1962, was elected Vice President in 1967,
Senior Vice President in 1973, Executive Vice President in 1980, Vice Chairman
of PNC Bank in 1983 and Chairman of PNC Bank in 1993. Mr. O'Brien is also a
Director of Verizon Communications, BlackRock, Inc., US Airways Group, Inc. and
Hilb, Rogal & Hamilton Co.
DIRECTORS CONTINUING IN OFFICE
James N. Mills, age 63, has been Chairman of the Board and Chief Executive
Officer of Viasystems Group since January 1997. Mr. Mills currently serves as a
Class III director. Mr. Mills is also the Chairman of the Board and Chief
Executive Officer of Mills & Partners, Inc., International Wire Holding Company,
International Wire Group, Inc. and LLS Corp. Mr. Mills was Chairman of the Board
and Chief Executive Officer of Berg Electronics Corp. and Chairman of the Board
and sole director of Berg Electronics Group, Inc. from November 1992 through
October 1998 and was Chairman of the Board and Chief Executive Officer of Crain
Holding Corp. and Crain Industries, Inc. from August 1995 through December 1997
and of Jackson Holding Company and Jackson Products, Inc. from February 1993
through August 1995.
Timothy L. Conlon, age 49, has been a director, President and Chief
Operating Officer of Viasystems Group since October 1998. Mr. Conlon currently
serves as a Class II director. Prior to joining Viasystems Group, Mr. Conlon was
employed as President and Chief Operating Officer of Berg Electronics Corp. from
January 1997 through October 1998. Mr. Conlon also served as Executive Vice
President and Chief Operating Officer of Berg Electronics Group, Inc., a wholly
owned subsidiary of Berg Electronics Corp., from October 1993 through January
1997. Prior to joining Berg Electronics Group, Inc., Mr. Conlon was employed as
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President of the Cutting and Welding Division of Thermadyne Industries, Inc.
from April 1993 through October 1993. Prior to joining Thermadyne Industries,
Inc., Mr. Conlon spent nine years in the electronic connector industry including
serving as General Manager of the Information Technologies and Spectra strip
divisions of Amphenol Corporation from 1990 through July 1992 and President of
Cambridge Products from 1988 through 1989.
Thomas O. Hicks, age 55, has been a director of Viasystems Group since
January 1997 and currently serves as a Class III director. Mr. Hicks is Chairman
of the Board and Chief Executive Officer of Hicks, Muse, Tate & Furst
Incorporated. From 1983 to May 1989, Mr. Hicks was Co-Chairman of the Board and
Co-Chief Executive Officer of Hicks & Haas Incorporated, a Dallas-based private
investment firm. Mr. Hicks serves as Vice Chairman and Director of Clear Channel
Communications, Inc., and as Chairman and Director of Triton Energy Corporation,
and is a Director of CCI Holdings, CorpGroup Limited, Home Interiors & Gifts,
Inc., MVS Corporation and Apogent Technologies, Inc. (formerly Sybron
International Corporation). Mr. Hicks is also the Chairman of the Board and
owner of the Dallas Stars Hockey Club, a National Hockey League member, as well
as the Chairman and owner of the Texas Rangers Baseball Club, an American League
Baseball member. He serves on the Board of Directors of MLB Advanced Media, the
internet-based subsidiary of Major League Baseball. He also serves on the Board
of Directors of Crow Family Holdings, as well as The Chase Manhattan Corporation
National Advisory Board.
Jack D. Furst, age 42, has been a director of Viasystems Group since August
1996 and currently serves as a Class II director. Mr. Furst is a Partner of
Hicks, Muse, Tate & Furst Incorporated and has held this position since 1989.
Mr. Furst has approximately 20 years of experience in leveraged acquisitions and
private investments. Mr. Furst is involved in all aspects of Hicks Muse's
business and has been actively involved in originating, structuring and
monitoring its investments. Mr. Furst is primarily responsible for managing the
relationship with Mills & Partners. Prior to joining Hicks Muse, Tate and Furst
Incorporated, Mr. Furst was a Vice President and subsequently a Partner of Hicks
& Haas Incorporated, a Dallas-based private investment firm from 1987 to May
1989. From 1984 to 1986, Mr. Furst was a merger and acquisition/corporate
finance specialist for The First Boston Corporation in New York. Before joining
First Boston, Mr. Furst was a financial consultant at Price Waterhouse. Mr.
Furst serves on the Board of Directors of Triton Energy Limited, Home Interiors
& Gifts, Inc., International Wire Holding Company, Cooperative Computing, Inc.,
LLS Corp. and Globix Corporation.
The Rt. Hon. Brian Mulroney, age 62, has been a director of Viasystems
Group since March 2001 and currently serves as a Class II director. Mr. Mulroney
is a Senior Partner at Ogilvy Renault, a Montreal law firm and has held this
position since June 1993. Mr. Mulroney was Prime Minister of Canada from 1984 to
1993. He serves on the Board of Directors of Cendant Corporation, Archer Daniels
Midland Company, Inc., Barrick Gold Corporation, TrizecHahn Corporation Ltd.,
Quebecor, Inc. and Quebecor World.
ARRANGEMENTS RELATING TO THE ELECTION OF DIRECTORS
Pursuant to the amended and restated stockholders agreement dated as of
June 6, 1997, entered into by and among the Company and certain of our
stockholders, each stockholder party thereto has agreed to vote shares of common
stock owned by such stockholder in order to ensure that the Board of Directors
of the Company at all times will consist of the members designated by an
affiliate of Hicks, Muse, Tate & Furst Incorporated.
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MATTERS TO BE VOTED UPON
ITEM 1 -- ELECTION OF CLASS I DIRECTORS
The following directors have been nominated by the Board of Directors for
election to a three year term of office, to serve until the 2004 Annual Meeting
of stockholders and until their successors are elected and qualified.
Richard W. Vieser
Kenneth F. Yontz
Thomas H. O'Brien
If any of the nominees cannot or will not serve as a director, then the
Board of Directors or the holders of proxies will reserve the right to
substitute another nominee of their choice. We know of no reason why any of the
nominees would be unavailable or unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE.
ITEM 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
appointed PricewaterhouseCoopers LLP, as our independent auditors to audit our
consolidated financial statements for the fiscal year ending December 31, 2001.
A proposal will be presented at the Annual Meeting to ratify the
appointment of PricewaterhouseCoopers LLP as our independent auditors. One or
more of the representatives of that firm are expected to be present at the
Annual Meeting to respond to questions and to make a statement if they desire to
do so. If our stockholders do not ratify this appointment at the Annual Meeting,
other independent auditors will be considered by the Board of Directors upon the
recommendation of the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS.
ITEM 3 -- APPROVAL OF THE VIASYSTEMS GROUP, INC. 2001 STOCK BASED COMPENSATION
PLAN
BACKGROUND
On March 27, 2001, our Board of Directors adopted the Viasystems Group,
Inc. 2001 Stock Based Compensation Plan (the "2001 Plan"), a copy of which is
attached hereto as Exhibit A. Our Board of Directors directed that the 2001 Plan
be submitted to our stockholders for their approval. The 2001 Plan will become
effective only if the holders of at least a majority of the issued and
outstanding shares of common stock present at the Annual Meeting in person or by
proxy vote for the approval of the 2001 Plan.
The 2001 Plan is intended to provide incentives which will attract, retain
and motivate highly competent persons as employees of Viasystems Group or its
subsidiaries. The 2001 Plan is also intended to assist in aligning the interests
of the Company's employees to those of our stockholders.
As of April 2, 2001, only 70,372 shares remain available for future grants
of benefits under the Viasystems Group, Inc. 1997 Stock Option Plan.
Accordingly, the Board of Directors believes that adoption of the 2001 Plan is
in the best interests of our stockholders and the Company because the new plan
will allow us to continue to use stock-based compensation benefits as an
important ingredient in the successful recruitment and retention of personnel.
SHARES AVAILABLE FOR BENEFITS
The 2001 Plan makes available 4,000,000 shares of common stock for issuance
thereunder, subject to adjustment by the Committee (as defined below) for stock
splits and other events as set forth in the 2001 Plan. The maximum aggregate
number of shares of common stock underlying all benefits to any single
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participant during the term of the 2001 Plan shall be 1,000,000 shares, subject
to adjustment in the same manner as the number of shares available for issuance
under the 2001 Plan.
ADMINISTRATION
If adopted, the 2001 Plan would be administered by the Board of Directors
or a committee of the Board of Directors (which may be our Compensation
Committee) or a subcommittee of the Board of Directors appointed by the Board of
Directors from among its members (the "Committee") consisting of not less than
two members, each of whom are non-employee directors within the meaning of Rule
16b-3(b)(3) under the Securities Exchange Act of 1934, as amended, and (for the
purpose of granting performance-based awards) qualify as outside directors for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Committee will have, among other powers, the power to interpret and
construe any provision of the 2001 Plan, to adopt rules and regulations for
administering the 2001 Plan, and to perform other acts relating to the 2001
Plan, including, at the Committee's discretion, the delegation of any
administrative responsibilities. Decisions of the Committee are final and
binding on all parties.
Subject to the limitations provided in the 2001 Plan, the Committee will
have the sole discretion to grant to eligible participants one or more benefits,
including stock options, stock appreciation rights, stock awards,
performance-based awards and stock units, or any combination thereof. The
Committee will have the sole discretion to determine the number or amount of any
benefit to be awarded to any participant and the terms, conditions and
restrictions applicable to benefits. If the Committee determines that a dividend
or other distribution, recapitalization, stock split, or other corporate event
or transaction (more fully described in Section 11(a) of the 2001 Plan) affects
the shares in such a way that an adjustment is appropriate to prevent dilution
or enlargement of participants' rights under the 2001 Plan, the Committee may
adjust: (i) the number and kind of shares that may be issued under the 2001
Plan, (ii) the exercisability and vesting pensions of such benefits, (iii) the
number and kind of shares subject to outstanding benefits, (iv) the exercise
price applicable to outstanding benefits, and (v) the fair market value of the
common stock and other value determinations applicable to outstanding benefits.
In addition, the Committee may accelerate the exercisability or vesting of
certain benefits upon a Change of Control (as defined in the 2001 Plan) or
otherwise, and may modify or waive conditions or restrictions applicable to
benefits. The Committee may not take any other action to reduce the exercise
price of any option as established at the time of grant.
BENEFITS
The Committee may grant the following benefits: (i) stock options, which
may be incentive stock options, allowing the holder to purchase a specified
number of shares of common stock at set terms and a set price, (ii) stock
appreciation rights entitling the holder to receive a payment in cash, common
stock or a combination thereof equal to the excess of the fair market value of
the common stock on the date the right is exercised over the fair market value
of the common stock on the date of grant, (iii) stock awards consisting of
common stock as additional compensation for services to the Company, (iv)
performance-based awards in the form of stock awards, stock units or stock
options and (v) stock units providing for payment of common stock as such time
as the Committee shall designate. Benefits will be granted for no cash
consideration, or for minimal cash consideration if required by applicable law.
Any shares of stock deliverable under the 2001 Plan may consist in whole or in
part of authorized and unissued shares or treasury shares.
Except in the case of benefits made through assumption of, or in
substitution for, outstanding benefits previously granted by an acquired
company, and except as a result of an adjustment event referred to above, the
exercise price of stock under any stock option and the grant price of any stock
appreciation right will not be less than 100% of the fair market value of the
common stock on the date of the grant of the option or right. The Committee will
determine the times at which options and other purchase rights may be exercised
and the methods by which and the forms in which payment of the purchase price
may be made. Fair market value under the 2001 Plan shall be the closing price of
the Company's common stock on the date of calculation.
The Committee may impose restrictions on stock options, stock awards,
performance-based awards and stock units at its discretion. These restrictions
may lapse as the Committee deems appropriate. Upon
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termination of employment during the restriction period, all restricted stock
and restricted stock units may be forfeited at the determination of the
Committee.
The Committee may award benefits under the 2001 Plan in a manner intended
to qualify for the performance-based compensation exemption under Section 162(m)
of the Code. These performance-based awards will be granted or vested upon the
attainment of one or more performance goals. The Committee will establish the
performance criteria, the length of the performance period and the form and time
of payment of the benefit. The performance criteria that the Committee may
establish include the following: (i) stock price; (ii) market share; (iii)
sales; (iv) earnings per share; (v) earnings before interest, taxes,
depreciation and amortization; (vi) return on equity; (vii) return on capital;
(viii) costs; (ix) gross margin; (x) inventory turnover; or (xi) specified
projects or events. In addition, performance criteria may include comparisons to
the performance of other companies, such performance to be measured by one or
more of the foregoing criteria. With respect to performance-based awards, the
Committee shall establish in writing (i) the performance goals applicable to a
given period, and such performance goals shall state, in terms of an objective
formula or standard, the method for computing the amount of compensation payable
to the participant if such performance goals are obtained and (ii) the
individual employees or class of employees to which such performance goals apply
no later than 90 days after the commencement of such period (but in no event
after 25% of such period has elapsed). No performance-based award shall be
payable to or vest with respect to, as the case may be, any participant for a
given fiscal period until the Committee certifies in writing that the objective
performance goals (and any other material terms) applicable to such period have
been satisfied.
Unless otherwise determined by the Committee, no benefit granted under the
2001 Plan may be transferred or otherwise encumbered by the individual to whom
it is granted, other than by will or by the laws of descent and distribution.
During the individual's lifetime, each benefit will be exercisable only by the
individual.
No benefits may be granted under the 2001 Plan after the tenth anniversary
of the effective date of the 2001 Plan. No option granted under the 2001 Plan
shall be exercisable later than ten years after the date it is granted.
ELIGIBILITY AND PARTICIPATION
Any employee, or other person performing service for the Company or any of
its subsidiaries or affiliates will be eligible to receive benefits under the
2001 Plan. The Company had approximately 24,700 employees as of January 31,
2001.
AMENDMENT AND TERMINATION
The Committee may amend, suspend or terminate the 2001 Plan or any portion
of the 2001 Plan at any time. However, the Committee may not reduce the amount
of any existing benefits or generally take other actions that would change the
terms and conditions of a benefit without the participant's consent.
Additionally, no amendment to the 2001 Plan shall, without the approval of the
stockholders of the Company, (i) increase the total number of shares which may
be issued under the 2001 Plan or the maximum number of shares with respect to
stock options, stock appreciation rights and other benefits that may be granted
to any individual under the 2001 Plan or (ii) modify the requirements as to
eligibility for benefits under the 2001 Plan; and no amendment may be made
without the approval of the stockholders of the Company if the amendment will
disqualify any incentive stock options granted under the 2001 Plan.
PLAN BENEFITS FOR CERTAIN INDIVIDUALS
Any benefits under the 2001 Plan will be at the discretion of the
Committee. Therefore, it is not possible at present to determine the amount or
form of any benefit that will be available for grant to any individual during
the term of the 2001 Plan or that would have been granted during 2000 had the
2001 Plan been in effect.
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CERTAIN FEDERAL INCOME TAX MATTERS
The statements in the following paragraphs of the principal U.S. federal
income tax consequences of benefits under the 2001 Plan are based on statutory
authority and judicial and administrative interpretations, as of the date of
this Proxy Statement, which are subject to change at any time (possibly with
retroactive effect). The law is technical and complex, and the discussion below
represents only a general summary.
Incentive Stock Options. Incentive stock options ("ISOs") granted under
the 2001 Plan are intended to meet the definitional requirements of Section
422(b) of the Code for "incentive stock options." An employee who receives an
ISO does not recognize any taxable income upon the grant of such ISO. Similarly,
the exercise of an ISO generally does not give rise to federal income tax to the
employee, provided that (i) the federal "alternative minimum tax," which depends
on the employee's particular tax situation, does not apply and (ii) the employee
is employed by the Company from the date of grant of the option until three
months prior to the exercise thereof, except where such employment terminates by
reason of disability (where the three month period is extended to one year) or
death (where this requirement does not apply). If an employee exercises an ISO
after the requisite periods referred to in clause (ii) above, the ISO will be
treated as an NSO (as defined below) and will be subject to the rules set forth
below under the caption "Non-Qualified Stock Options and Stock Appreciation
Rights." Further, if after exercising an ISO, an employee disposes of the common
stock so acquired more than two years from the date of grant and more than one
year from the date of transfer of the common stock pursuant to the exercise of
such ISO (the "applicable holding period"), the employee will generally
recognize capital gain or loss equal to the difference, if any, between the
amount received for the shares and the exercise price. If, however, an employee
does not hold the shares so acquired for the applicable holding
period -- thereby making a "disqualifying disposition" -- the employee would
recognize ordinary income equal to the excess of the fair market value of the
shares at the time the ISO was exercised over the exercise price and the
balance, if any, would generally be treated as capital gain. If the
disqualifying disposition is a sale or exchange that would permit a loss to be
recognized under the Code (were a loss in fact to be realized), and the sales
proceeds are less than the fair market value of the shares on the date of
exercise, the employee's ordinary income therefrom would be limited to the gain
(if any) realized on the sale. An employee who exercises an ISO by delivering
common stock previously acquired pursuant to the exercise of another ISO is
treated as making a "disqualifying disposition" of such common stock if such
shares are delivered before the expiration of their applicable holding period.
Upon the exercise of an ISO with previously acquired shares as to which no
disqualifying disposition occurs, despite some uncertainty, it appears that the
employee would not recognize gain or loss with respect to such previously
acquired shares. The Company will not be allowed a federal income tax deduction
upon the grant or exercise of an ISO or the disposition, after the applicable
holding period, of the common stock acquired upon exercise of an ISO. In the
event of a disqualifying disposition, the Company generally will be entitled to
a deduction in an amount equal to the ordinary income included by the employee,
provided that such amount constitutes an ordinary and necessary business expense
to the Company and is reasonable and the limitations of Sections 280G and 162(m)
of the Code (discussed below) do not apply.
Non-Qualified Stock Options and Stock Appreciation Rights. Non-qualified
stock options ("NSOs") granted under the 2001 Plan are options that do not
qualify as ISOs. An employee who receives an NSO or an SAR will not recognize
any taxable income upon the grant of such NRO or SAR. However, the employee
generally will recognize ordinary income upon exercise of an NSO in an amount
equal to the excess of the fair market value of the shares of common stock at
the time of exercise over the exercise price. Similarly upon the receipt of cash
or shares pursuant to the exercise of an SAR, the individual generally will
recognize ordinary income in an amount equal to the sum of the cash and the fair
market value on the shares received. As a result of Section 16(b) of the
Exchange Act, under certain circumstances, the timing of income recognition may
be deferred (the "Deferral Period") for any individual who is an executive
officer or director of the Company or a beneficial owner of more than ten
percent (10%) of any class of equity securities of the Company. Absent a Section
83(b) election (as described below under "Other Awards"), recognition of income
by the individual will be deferred until the expiration of the Deferral Period,
if any. The ordinary income recognized with respect to the receipt of shares or
cash upon exercise of an NSO or an SAR will be subject to both wage withholding
and other employment taxes. In addition to the customary methods of satisfying
the withholding
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tax liabilities that arise upon the exercise of an SAR for shares or upon the
exercise of an NSO, the Company may satisfy the liability in whole or in part by
withholding shares of common stock from those that otherwise would be issuable
to the individual or by the employee tendering other shares owned by him or her,
valued at their fair market value as of the date that the tax withholding
obligation arises. A federal income tax deduction generally will be allowed to
the Company in an amount equal to the ordinary income included by the individual
with respect to his or her NSO or SAR, provided that such amount constitutes an
ordinary and necessary business expense to the Company and is reasonable and the
limitations of Sections 280G and 162(m) of the Code do not apply. If an
individual exercises an NSO by delivering shares of common stock, other than
shares previously acquired pursuant to the exercise of an ISO which is treated
as a "disqualifying disposition" as described above, the individual will not
recognize gain or loss with respect to the exchange of such shares, even if
their then fair market value is different from the individual's tax basis. The
individual, however, will be taxed as described as above with respect to the
exercise of the NSO as if he or she paid the exercise price in cash and the
Company likewise generally will be entitled to an equivalent tax deduction
Other Awards. With respect to other benefits under the 2001 Plan that are
settled either in cash or in shares of common stock that are either transferable
or not subject to a substantial risk of forfeiture (as defined in the Code and
the regulations thereunder), employees generally will recognize ordinary income
equal to the amount of cash or the fair market value of the common stock
received. With respect to benefits under the 2001 Plan that are settled in
shares of common stock that are restricted to transferability or subject to a
substantial risk of forfeiture (absent a written election pursuant to Section
83(b) of the Code filed with the Internal Revenue Service within 30 days after
the date of transfer of such shares pursuant to the award (a "Section 83(b)
election")) an individual will recognize ordinary income at the earlier of the
time at which (i) the shares become transferable or (ii) the restrictions that
impose a substantial risk of forfeiture of such shares lapses in the amount
equal to the excess of the fair market value (on such date) of such shares over
the price paid for the award, if any. If a Section 83(b) election is made, the
individual will recognize ordinary income, as of the transfer date, in an amount
equal to the excess of the fair market value of the common stock as of the date
over the price paid for such award, if any. The ordinary income recognized with
respect to the receipt of cash, shares of common stock or other property under
the 2001 Plan will be subject to both wage withholding and other employment
taxes. The Company generally will be allowed a deduction for federal income tax
purposes in an amount equal to the ordinary income recognized by the employee,
provided that such amount constitutes an ordinary and necessary business expense
and is reasonable and the limitations of Sections 280G and 162(m) of the Code do
not apply.
Dividends and Dividend Equivalents. To the extent benefits under the 2001
Plan earn dividends or dividend equivalents whether paid currently or credited
to an account established under the 2001 Plan, an individual generally will
recognize ordinary income with respect to such dividends or dividend
equivalents.
Change in Control. In general, if the total amount of payments to an
individual that are contingent upon a "change of control" of the Company (as
defined in Section 280G of the Code), including payments under the 2001 Plan
that vest upon a "change in control," equals or exceeds three times the
individual's "base amount" (generally such individual's average annual
compensation for the five calendar years preceding the change in control), then,
subject to certain exceptions, the payments may be treated as "parachute
payments" under the Code, in which case a portion of such payments would not be
non-deductible the Company and the individual would be subject to a 20% excise
tax on such portion of the payments.
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Certain Limitations on Deductibility or Executive Compensation. With
certain exceptions, Section 162(m) of the Code denies a deduction to publicly
held corporations for compensation paid to certain executive officers in excess
of $1 million per executive per taxable year (including any deduction with
respect to the exercise of an NSO or SAR or the disqualifying disposition of
stock purchased pursuant to an ISO). One such exception applies to certain
performance-based compensation provided that such compensation has been approved
by stockholders in a separate vote and certain other requirements are met. If
approved by its stockholders, the Company believes that stock options and SARs
having a purchase price or base value per share at least equal to the fair
market value of a share of common stock on the date of grant, and performance-
based awards granted under the 2001 Plan should qualify for the
performance-based compensation exception to Section 162(m) of the Code.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
VIASYSTEMS GROUP, INC. 2001 STOCK BASED COMPENSATION PLAN.
RECORD DATE AND STOCK OWNERSHIP
The following table sets forth, as of April 2, 2001, information regarding
the beneficial ownership of our common stock by each person who beneficially
owned more than 5% of any class of our voting securities and by our directors
and named executive officers, individually, and by our directors and executive
officers as a group.
NUMBER OF
SHARES PERCENT
BENEFICIALLY BENEFICIALLY
5% STOCKHOLDERS OWNED(1) OWNED
- --------------- ------------ ------------
HM Parties(2)............................................... 68,820,336 49.3%
c/o Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Janus Capital Corporation(3)................................ 6,959,355 5.0
100 Fillmore Street
Denver, Colorado 80206
OFFICERS AND DIRECTORS:
James N. Mills(4)........................................... 10,887,563 7.8
Thomas O. Hicks(5).......................................... 70,600,511 50.4
Jack D. Furst(6)............................................ 594,106 *
Richard W. Vieser(7)........................................ 140,782 *
Kenneth F. Yontz(8)......................................... 116,666 *
Thomas H. O'Brien........................................... 20,000 *
Brian Mulroney.............................................. -- *
Timothy L. Conlon(9)........................................ 2,014,106 1.4
David M. Sindelar(10)....................................... 2,941,840 2.1
Barry L. Brigman(11)........................................ 102,500 *
Steven S.L. Tang(12)........................................ 35,332 *
All executive officers and directors as a group (13
persons)(13).............................................. 87,601,906 61.5
- ---------------
* Represents less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock and
options, warrants or other convertible securities that are currently
exercisable or exercisable within 60 days of April 2, 2001 are deemed to be
outstanding and to be beneficially owned by the person holding those
options, warrants or other convertible securities for the purpose of
computing the percentage ownership of that person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person.
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(2) These figures include:
- 57,156,124 shares held by record by Hicks, Muse, Tate & Furst Equity Fund
III, L.P., a limited partnership, of which the ultimate general partner
is Hicks, Muse Fund III Incorporated, an affiliate of Hicks, Muse, Tate &
Furst Incorporated;
- 710,821 shares held of record by HM3 Coinvestors, L.P., a limited
partnership, of which the ultimate general partner is Hicks, Muse Fund
III Incorporated, an affiliate of Hicks, Muse, Tate & Furst Incorporated;
- 416,708 shares held of record by HMTF/Viasystems Partners, L.P., a
limited partnership, of which the ultimate general partner is Hicks, Muse
Fund III Incorporated, an affiliate of Hicks, Muse, Tate & Furst
Incorporated;
- 8,683,593 shares held of record by HMTF Equity Fund IV (1999), L.P., a
limited partnership, of which the ultimate general partner is Hicks, Muse
(1999) Fund IV, LLC, an affiliate of Hicks, Muse, Tate & Furst
Incorporated;
- 61,519 shares held of record by HMTF Private Equity Fund IV (1999), L.P.,
a limited partnership, of which the ultimate general partner is Hicks,
Muse (1999) Fund IV, LLC, an affiliate of Hicks, Muse, Tate & Furst
Incorporated;
- 141,934 shares held of record by HM4-EQ (1999) Coinvestors, L.P., a
limited partnership, of which the ultimate general partner is Hicks, Muse
(1999) Fund IV, LLC, an affiliate of Hicks, Muse, Tate & Furst
Incorporated;
- 25,369 shares held of record by HM4-EN (1999) Coinvestors, L.P., a
limited partnership, of which the ultimate general partner is Hicks, Muse
(1999) Fund IV, LLC, an affiliate of Hicks, Muse, Tate & Furst
Incorporated;
- 248 shares held of record by HM 1-FOF Coinvestors, L.P., a limited
partnership, of which the ultimate general partner is LA Fund
Incorporated, an affiliate of Hicks, Muse, Tate & Furst Incorporated; and
- 462,300 shares held of record by Hicks, Muse PG-IV (1999), C.V., a
limited partnership, of which the ultimate general partner is HM Fund IV
Cayman, LLC, an affiliate of Hicks, Muse, Tate & Furst Incorporated.
In addition, these figures include 234,740 shares of common stock
issuable upon exercise of options held by Hicks, Muse & Co. Partners, L.P.,
a limited partnership controlled by affiliates of Hicks, Muse, Tate & Furst
Incorporated, and partners of Hicks Muse and 926,980 shares of common stock
owned of record by other stockholders and for which Hicks, Muse, Tate &
Furst Equity Fund III, L.P. holds an irrevocable proxy to vote the shares.
An aggregate of 240,782 shares of common stock shown in the table above as
owned by Messrs. Vieser and Yontz are subject to this proxy.
Thomas O. Hicks is the controlling stockholder of the general partner
of each of Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3
Coinvestors, L.P., HMTF/Viasystems Partners, L.P. and Hicks, Muse & Co.
Partners, L.P. and the sole director and member of the indirect general
partners of each of HMTF Equity Fund IV (1999), L.P., HMTF Private Equity
Fund IV (1999), L.P., HM4-EQ (1999) Coinvestors, L.P., HM4-EN (1999)
Coinvestors, L.P., HM 1-FOF Coinvestors, L.P. and Hicks, Muse PG-IV (1999),
C.V. and, accordingly, may be deemed to beneficially own all or a portion
of the shares held by those entities. See note 4 below. Mr. Hicks disclaims
beneficial ownership of common stock not owned of record by him.
(3) This information is based on a Schedule 13G, dated February 15, 2001, filed
with the Securities and Exchange Commission by Janus Capital Corporation.
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(4) These figures include:
- 3,154,906 shares of common stock held by a limited partnership controlled
by Mr. Mills;
- 10,000 shares of common stock held by the James N. Mills Revocable Living
Trust;
- 1,099,018 shares of common stock issuable upon exercise of performance
options that are currently exercisable; and
- 6,580,206 shares of common stock owned of record by other stockholders
and for which Mr. Mills holds an irrevocable proxy to vote the shares,
which includes an aggregate of 4,218,689 shares of common stock shown in
the table above as owned by Messrs. Sindelar and Conlon.
(5) These figures include:
- 1,152,343 shares held of record by Mr. Hicks;
- 54,875 shares held of record by Mr. Hicks as trustee of certain trusts
for the benefit of his children;
- 47,089 shares held of record by two limited partnerships whose general
partner is a limited liability company whose sole member is Mr. Hicks;
- 67,658,616 shares of common stock held of record by Hicks, Muse, Tate &
Furst Equity Fund III, L.P., HM3 Coinvestors, L.P., HMTF/Viasystems
Partners, L.P., HMTF Equity Fund IV (1999), L.P., HMTF Private Equity
Fund IV (1999), L.P., HM4-EQ (1999) Coinvestors, L.P., HM4-EN (1999)
Coinvestors, L.P., HM 1-FOF Coinvestors, L.P. and Hicks, Muse PG-IV
(1999), C.V.;
- 234,740 shares of common stock issuable upon exercise of an option held
by Hicks, Muse & Co. Partners, L.P.; and
- 926,980 shares of common stock owned of record by other stockholders and
for which Hicks, Muse, Tate & Furst Equity Fund III, L.P. holds an
irrevocable proxy to vote the shares.
Mr. Hicks is the controlling stockholder of the general partner of
each of Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors,
L.P., HMTF/Viasystems Partners, L.P. and Hicks, Muse & Co. Partners, L.P.
and the sole director and member of the indirect general partners of each
of HMTF Equity Fund IV (1999), L.P., HMTF Private Equity Fund IV (1999),
L.P., HM4-EQ (1999) Coinvestors, L.P., HM4-EN (1999) Coinvestors, L.P., HM
1-FOF Coinvestors, L.P. and Hicks, Muse PG-IV (1999), C.V. and,
accordingly, may be deemed to beneficially own all or a portion of the
shares held by those entities. Mr. Hicks disclaims beneficial ownership of
common stock not owned of record by him.
These figures also include 525,868 shares of common stock issuable
upon the exercise of an option held by Mr. Hicks that is currently
exercisable.
(6) These figures include (i) 331,180 shares of common stock issuable upon the
exercise of an option held by Mr. Furst that is currently exercisable, (ii)
1,200 shares owned of record by Mr. Furst's wife, (iii) 41,450 shares held
of record as co-trustee of the a trust for the benefit of Mr. Furst's
immediate family and (iv) 9,656 shares held of record by a limited
partnership whose ultimate general partner is owned by Mr. Furst.
(7) These figures include (i) 16,666 shares of common stock issuable upon the
exercise of options that are currently exercisable and (ii) 10,000 shares
owned of record by Mr. Vieser's wife.
(8) These figures include 33,333 shares of common stock owned of record by the
Kenneth F. Yontz 1997 Family Trust, a trust of which Mr. Yontz does not
have the power to vote or dispose of this stock. Mr. Yontz disclaims
beneficial ownership of common stock not owned of record by him.
(9) These figures include 1,110,000 shares of common stock owned by a family
limited partnership controlled by Mr. Conlon. Mr. Conlon disclaims
beneficial ownership of shares of common stock not owned of record by him.
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(10) These figures include:
- 120,000 shares of common stock owned of record by two children's trusts,
of which Mr. Sindelar is a trustee having the power to vote and dispose
of this stock; and
- 2,084,583 shares of common stock owned of record by The D&S Trust #2, of
which Mr. Sindelar's brother is the sole trustee. Mr. Sindelar disclaims
beneficial ownership of common stock not owned of record by him.
These figures also include 737,257 shares of common stock issuable to
Mr. Sindelar upon exercise of performance options that are currently
exercisable.
(11) Represents 102,500 shares of common stock issuable upon the exercise of
options that are exercisable within 60 days.
(12) Includes 33,332 shares of common stock issuable upon the exercise of
options that are exercisable within 60 days.
(13) Includes 299,998 shares issuable upon exercise of outstanding options
issued under Viasystems Group's stock option plan and to one of our
directors that are exercisable within 60 days of the date of this
prospectus. Also includes 1,836,275 shares of common stock issuable to
executive officers of Viasystems Group upon the exercise of performance
options, and 1,091,788 shares of common stock issuable upon the exercise of
options held by Thomas O. Hicks, Jack D. Furst and an affiliate of Hicks,
Muse, Tate & Furst Incorporated.
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DIRECTOR AND OFFICER COMPENSATION
DIRECTOR COMPENSATION
Directors who are officers or employees of Viasystems Group receive no
compensation for their services as directors. Each independent director of
Viasystems Group receives an annual retainer of $36,000 and a fee of $1,000 for
each meeting of the Board of Directors at which the director is present. Each
independent director also receives a one-time grant of options to purchase
25,000 shares of our common stock. Directors of Viasystems Group are reimbursed
for their reasonable out-of-pocket expenses in connection with their travel to
and attendance at the meetings of the Board of Directors or committees thereof.
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation earned
during the fiscal years ended December 31, 1998, 1999 and 2000 by our Chief
Executive Officer and our four other most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
YEAR SALARY BONUS(1) OPTIONS(2) COMPENSATION(3)
---- -------- -------- ------------ ---------------
James N. Mills....................... 2000 $685,000 $685,000 -- --
Chairman of the Board and 1999 685,000 445,250 453,665(4) --
Chief Executive Officer 1998 685,000 342,500 133,886(4) --
Timothy L. Conlon.................... 2000 500,000 550,000 -- --
President and Chief Operating
Officer 1999 425,000 325,000 -- --
1998 88,542 34,815 -- $537,374(5)
Barry L. Brigman..................... 2000 372,234 241,952 -- --
President -- Viasystems Americas 1999 341,300 205,000 125,000 --
1998 325,000 105,600 -- 155,369(6)
David M. Sindelar.................... 2000 300,000 400,000 -- --
Senior Vice President and 1999 300,000 250,000 306,332(4) --
Chief Financial Officer 1998 230,000 92,000 80,833(4) --
Steven S. L. Tang.................... 2000 354,000 177,000 -- --
President -- Viasystems Asia(7) 1999 169,000 84,500 166,666 --
1998 -- -- -- --
- ---------------
(1) Bonuses were paid in 1999 for 1998, in 2000 for 1999 and in 2001 for 2000.
(2) Options were granted under the Viasystems Group, Inc. 1997 Stock Option
Plan, pursuant to which incentive and non-qualified stock options may be
issued to Viasystems Group's or its subsidiaries' officers, key employees
and directors.
(3) We provide a car allowance to some executives. The aggregate incremental
costs of these benefits to us do not exceed the lesser of either $50,000 or
10% of the total of annual salary and bonus reported for each executive
officer.
(4) Reflects performance options granted by Viasystems Group. In connection with
our initial public offering, we amended the terms of the performance options
that eliminated the exercisability restrictions and variable exercise price
terms. The amended performance options have a fixed exercise price of $9.00
and are immediately exercisable.
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(5) Reflects amounts paid to Mr. Conlon to partially compensate him for his
voluntary termination of his employment contract with Berg Electronics Corp.
and relinquishment of compensation otherwise payable to him thereunder.
(6) Mr. Brigman received compensation in the form of reimbursement of relocation
expenses during 1998.
(7) Mr. Tang commenced employment with Viasystems Group on July 1, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
The Company did not issue any options to its named executive officers in
2000.
The following table provides information related to the number and value of
options held by the named executive officers at the end of 2000.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED FISCAL YEAR END(#) FISCAL YEAR END(1)
ON VALUE ------------------------- -------------------------
EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------- ------------ ------------------------- -------------------------
James N. Mills............. -- -- 1,099,018/-- --/--
Timothy L. Conlon.......... -- -- --/-- --/--
Barry L. Brigman........... -- -- 100,000/150,000 $198,250/$214,875
David M. Sindelar.......... -- -- 737,257/-- --/--
Steven S. L. Tang.......... -- -- 33,332/133,334 $33,082/$132,334
- ---------------
(1) Based on a fair market value of $8.3125, which was the last reported sale of
Viasystems Group stock on December 29, 2000.
EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS
James N. Mills Executive Employment Agreement. Mr. James N. Mills entered
into an amended and restated executive employment agreement with the Company and
some of its subsidiaries as of February 16, 2000. Pursuant to his employment
agreement, Mr. Mills will serve as the Chairman of the Board of Directors and
Chief Executive Officer of the Company through March 31, 2005, unless terminated
earlier by the Company or Mr. Mills. Mr. Mills is required to devote the amount
of time reasonably necessary to faithfully and adequately supervise the overall
executive management of Viasystems Group and its subsidiaries, both direct and
indirect. Subject to the foregoing limitation on his activities, Mr. Mills is
free to participate in other endeavors.
The compensation provided to Mr. Mills under his executive employment
agreement includes an annual base salary of not less than $685,000, subject to
upward adjustment at the sole discretion of the Board of Directors of the
Company, as well as those benefits customarily accorded the executives of the
Company as long as the executive employment agreement is in force. In addition,
Mr. Mills is entitled to an annual bonus in an amount determined in accordance
with our incentive compensation plan for senior executives and reimbursement for
expenses to own and maintain an automobile.
Mr. Mills' executive employment agreement also provides that if Mr. Mills'
employment is terminated without cause, Mr. Mills will continue to receive his
then current salary, which shall not be less than $685,000, for the longer of
the remainder of the period the executive employment agreement is in force or a
period of one year following such termination. The executive employment
agreement terminates upon Mr. Mills' death or his inability to perform his
duties due to mental or physical incapacity for six consecutive months or any
one hundred working days out of a twelve month period, and no further
compensation shall be payable except that he or his estate, heirs or
beneficiaries, as applicable, shall receive his then current salary for a period
of
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18 months, in addition to benefits otherwise specifically provided for. The
agreement also provides medical benefits for Mr. Mills' and his spouse's
lifetime.
Timothy L. Conlon Executive Employment Agreement. Mr. Timothy L. Conlon
entered into an amended and restated executive employment agreement with the
Company and some of its subsidiaries as of February 16, 2000. Pursuant to his
employment agreement, Mr. Conlon will serve as the President and Chief Operating
Officer of the Company through March 31, 2005, unless terminated earlier by the
Company or Mr. Conlon. Mr. Conlon is required to devote the amount of time
reasonably necessary to faithfully and adequately supervise the overall
financial management of Viasystems Group and its subsidiaries, both direct and
indirect.
The compensation provided to Mr. Conlon under his executive employment
agreement includes an annual base salary of not less than $500,000, subject to
upward adjustment at the sole discretion of the Chairman of the Board of
Directors of the Company, as well as those benefits customarily accorded the
executives of the Company as long as the executive employment agreement is in
force. In addition, Mr. Conlon is entitled to an annual bonus in an amount
determined in accordance with our incentive compensation plan for senior
executives and reimbursement for expenses to own and maintain an automobile.
Mr. Conlon's executive employment agreement also provides that if Mr.
Conlon's employment is terminated without cause, Mr. Conlon will continue to
receive his then current salary, which shall not be less than $500,000, for the
longer of the remainder of the period the executive employment agreement is in
force or a period of one year following such termination. The executive
employment agreement terminates upon Mr. Conlon's death or his inability to
perform his duties due to mental or physical incapacity for six consecutive
months or any one hundred working days out of a twelve month period, and no
further compensation shall be payable except that he or his estate, heirs or
beneficiaries, as applicable, shall receive his then current salary for a period
of 18 months, in addition to benefits otherwise specifically provided for. The
agreement also provides medical benefits for Mr. Conlon's and his spouse's
lifetime.
David M. Sindelar Executive Employment Agreement. Mr. David M. Sindelar
entered into an amended and restated executive employment agreement with the
Company and some of its subsidiaries as of February 16, 2000. Pursuant to his
employment agreement, Mr. Sindelar will serve as the Senior Vice President and
Chief Financial Officer of the Company through March 31, 2005, unless terminated
earlier by the Company or Mr. Sindelar. Mr. Sindelar is required to devote the
amount of time reasonably necessary to faithfully and adequately supervise the
overall financial management of Viasystems Group and its subsidiaries, both
direct and indirect. Subject to the foregoing limitation on his activities, Mr.
Sindelar is free to participate in other business endeavors.
The compensation provided to Mr. Sindelar under his executive employment
agreement includes an annual base salary of not less than $300,000, subject to
upward adjustment at the sole discretion of the Chairman of the Board of
Directors of the Company, as well as those benefits customarily accorded the
executives of the Company as long as the executive employment agreement is in
force. In addition, Mr. Sindelar is entitled to an annual bonus in an amount
determined in accordance with our incentive compensation plan for senior
executives and reimbursement for expenses to own and maintain an automobile.
Mr. Sindelar's executive employment agreement also provides that if Mr.
Sindelar's employment is terminated without cause, Mr. Sindelar will continue to
receive his then current salary, which shall not be less than $300,000, for the
longer of the remainder of the period the executive employment agreement is in
force or a period of one year following such termination. The executive
employment agreement terminates upon Mr. Sindelar's death or his inability to
perform his duties due to mental or physical incapacity for six consecutive
months or any one hundred working days out of a twelve month period, and no
further compensation shall be payable except that he or his estate, heirs or
beneficiaries, as applicable, shall receive his then current salary for a period
of 18 months, in addition to benefits otherwise specifically provided for. The
agreement also provides medical benefits for his and his spouse's lifetime.
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CERTAIN TRANSACTIONS
MONITORING AND OVERSIGHT AGREEMENT; FINANCIAL ADVISORY AGREEMENT
In 1996, Viasystems Group and its subsidiaries entered into a 10-year
monitoring and oversight agreement, as amended from time to time, with an
affiliate of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse"). Under the
monitoring and oversight agreement, Viasystems Group and its subsidiaries are
required to pay Hicks Muse an annual fee, payable quarterly, for oversight and
monitoring services provided to Viasystems Group. The annual fee is adjustable
on January 1 of each calendar year to an amount equal to 0.2% of our budgeted
consolidated annual net sales for the then-current fiscal year, but in no event
less than the base fee of $1.75 million. For 1998, 1999 and 2000, we paid an
annual fee to Hicks Muse of $3.0 million, $1.8 million and $0.7 million,
respectively. Upon the acquisition by Viasystems Group or any of its
subsidiaries of another entity or business, the fee shall be adjusted
prospectively in the same manner using our pro forma combined budgeted
consolidated annual net sales. Hicks Muse has performed various monitoring and
oversight activities for Viasystems Group including providing input in
management's establishment of Viasystems Group's financial and strategic
acquisition plans. Hicks Muse monitors the viability and implementation of
Viasystems Group's strategic plan through actions such as review of monthly
financial data, management briefings and facility visits. Thomas O. Hicks and
Jack D. Furst, directors of Viasystems Group, are each principals of Hicks Muse.
Hicks Muse is also entitled to reimbursement for any expenses incurred by it in
connection with rendering services allocable to Viasystems Group under the
monitoring and oversight agreement. In addition, Viasystems Group and its
subsidiaries have agreed to indemnify Hicks Muse, its affiliates, and their
respective directors, officers, controlling persons, agents and employees from
and against all claims, liabilities, losses, damages, expenses and fees and
disbursements of counsel related to or arising out of or in connection with the
services rendered by Hicks Muse under the monitoring and oversight agreement and
not resulting primarily from the bad faith, gross negligence, or willful
misconduct of Hicks Muse. The monitoring and oversight agreement makes available
the resources of Hicks Muse concerning a variety of financial and operational
matters. Historically, these services have been provided not only by Messrs.
Hicks and Furst, outside their scope of duties as our directors, but also from
numerous other employees of Hicks Muse.
In 1996, Viasystems Group and its subsidiaries also entered into a 10-year
financial advisory agreement with Hicks Muse, pursuant to which Hicks Muse is
entitled to receive a fee equal to 1.5% of the "transaction value" for each
"add-on transaction" in which Viasystems Group or any of its subsidiaries is
involved. In respect of acquisitions to date, Hicks Muse has received aggregate
fees of approximately $22.5 million under the financial advisory agreement. In
1998, 1999 and 2000, we paid Hicks Muse $5.0 million, $4.7 million and $0.0
million, respectively. The term "transaction value" means the total value of the
add-on transaction including without limitation, the aggregate amount of the
funds required to complete the add-on transaction, excluding any fees payable
pursuant to the financial advisory agreement, including the amount of any
indebtedness, preferred stock or similar terms assumed (or remaining
outstanding). The term "add-on transaction" means any future proposal for a
tender offer, acquisition, sale, merger, exchange offer, recapitalization,
restructuring or other similar transaction directly involving Viasystems Group
or any of its subsidiaries or any of their respective subsidiaries and any other
person or entity. In addition, Viasystems Group and its subsidiaries have agreed
to indemnify Hicks Muse, its affiliates, and their respective directors,
officers, controlling persons, agents and employees from and against all claims,
liabilities, losses, damages, expenses and fees related to or arising out of or
in connection with the services rendered by Hicks Muse under the financial
advisory agreement and not resulting primarily from the bad faith, gross
negligence, or willful misconduct of Hicks Muse. The financial advisory
agreement makes available the resources of Hicks Muse concerning a variety of
financial and operational matters. Historically, these services have been
provided not only by Messrs. Hicks and Furst, outside their scope of duties as
our directors, but also from numerous other employees of Hicks Muse.
In March 2000, we terminated the monitoring and oversight agreement and the
financial advisory agreement. As consideration for Hicks Muse's willingness to
agree to such termination, we granted to Hicks
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Muse and partners of Hicks Muse options to purchase an aggregate of 2,134,000
shares of our common stock at an exercise price equal to $21.00 per share. The
option is exercisable for three years from the date of issue.
At the time they were granted, the options were designed to have a present
value equal to $22.8 million, the calculated value of the projected amount of
fee income which Hicks Muse agreed to forego for the period through the stated
expiration date of the agreements (December 31, 2006) as a result of the
termination of the agreements. The present value of such options were calculated
using the Black-Scholes option pricing model.
STOCKHOLDERS AGREEMENT
Certain holders of common stock of Viasystems Group have entered into an
amended and restated stockholders agreement dated as of June 6, 1997. The
stockholders agreement, among other things, grants registration rights to the
parties thereto. All parties to the stockholders agreement agreed to take all
action within their respective power, including the voting of common stock, to
cause the Board of Directors of Viasystems Group to at all times be constituted
by the members designated by an affiliate of Hicks, Muse, Tate & Furst
Incorporated. The stockholders agreement contains an irrevocable proxy pursuant
to which all parties to the stockholders agreement, other than James N. Mills,
David M. Sindelar, Timothy L. Conlon and the other security holders employed by
Mills & Partners and their transferees, grant to an affiliate of Hicks Muse the
power to vote all shares of common stock held by these parties on all matters
submitted to stockholders. Further, the stockholders agreement contains an
irrevocable proxy pursuant to which David M. Sindelar, Timothy L. Conlon and the
other security holders employed by Mills & Partners and their transferees grant
to James N. Mills, or to an affiliate of Hicks Muse if Mr. Mills is no longer an
officer or director of Viasystems Group, the power to vote all shares of common
stock held by these parties on all matters submitted to stockholders. The
stockholders agreement terminates on its tenth anniversary date.
WIRE HARNESS BUSINESS
In March 2000, one of our subsidiaries purchased the wire harness business
of International Wire Group, Inc. ("International Wire") for $210.8 million.
International Wire is controlled by affiliates of Hicks Muse which is also our
controlling stockholder. Mr. James N. Mills is Chairman of the Board and Chief
Executive Officer of each of the Company and International Wire. In addition,
Mr. David M. Sindelar is Senior Vice President and Chief Financial Officer of
both the Company and International Wire, and Jack D. Furst and Richard W. Vieser
are directors of both companies. At the closing of the purchase of the wire
harness business, each of the Boards of Directors of the Company and
International Wire received opinions of financial advisors that the purchase
price for the wire harness business was fair, from a financial point of view, to
the respective parties. At the closing of the acquisition of the wire harness
business, we entered into a supply agreement with International Wire whereby
International Wire continues to supply insulated wire to us for use in the wire
harness business at market prices. The Company purchased an aggregate of $22.0
million $26.0 million and $28.1 million of product pursuant to the supply
agreement for fiscal years 1998, 1999 and 2000, respectively.
TRANSFER OF PRINTED CIRCUIT BOARD FACILITIES
Concurrently with the consummation of our initial public offering in March
2000, we transferred all of the capital stock of our subsidiaries that owned the
operations formerly conducted by Interconnection Systems (Holdings) Limited,
Forward Group, PLC, Zincocelere S.p.A., and Viasystems Sweden A.B. ("European
PCB Group") to our then existing stockholders, including affiliates of Hicks
Muse and officers and directors of Viasystems Group. In consideration for the
capital stock of those entities, we received subordinated notes payable to us in
the aggregate principal amount of $124.5 million. The subordinated notes are
unsecured, bear interest at 9% per year, are payable in kind by the issuance of
additional notes, and mature in 10 years. The determination of the consideration
we received for those entities was based on business enterprise values using
common appraisal methods. We originally paid $738.0 million for the assets
related to the printed circuit board facilities being transferred. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" in the Annual Report accompanying this Proxy Statement for an
explanation of the decline in value of these assets. Following the completion of
the transfer, the transferred businesses entered
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into a contract manufacturing agreement with us, whereby the transferred
businesses continue to provide manufacturing services to us. In 2000, the
Company purchased an aggregate of $24.0 million of printed circuit boards and
other products from European PCB Group and had sales of $17.8 million to
European PCB Group. In addition, the Company paid approximately $7.2 million in
sales force fees and commissions to European PCB Group, and received $2.2
million in management fees from European PCB Group in fiscal year 2000.
GENERAL
All future transactions, including loans, between us and our officers,
directors, principal stockholders and their affiliates will be approved by a
majority of the Board of Directors, including a majority of the disinterested
directors. The determination as to whether a particular director is
disinterested will be made under applicable standards of Delaware law.
We believe that the terms of each of the transactions described in this
section were no less favorable to Viasystems Group than could have been obtained
with non-affiliated parties, but we have not independently verified this
conclusion.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers and directors to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Such individuals are
required by SEC regulation to furnish us with copies of all Section 16(a) forms
they file. To our knowledge, based solely on our review of the copies of such
forms furnished to us, we believe all Section 16(a) filing requirements
applicable to our directors and executive officers were complied with during
fiscal 2000 except for the following: (i) the Form 3s for Jeffrey A. Bloch,
Barry L. Brigman, Joseph S. Catanzaro, Timothy L. Conlon, Jack D. Furst, Thomas
O. Hicks, James N. Mills, Dominic J. Pileggi, James G. Powers, David M.
Sindelar, Steven S.L. Tang, Richard W. Vieser, Kenneth F. Yontz, HMTF/
Viasystems Investments, LLC and Hicks, Muse, Tate & Furst Equity Fund III, L.P.,
reporting their holdings as of the effective date of our initial public offering
in March 2000, were not timely filed, (ii) the Form 4s for Jeffrey Bloch, Joseph
S. Catanzaro, James N. Mills, Dominic J. Pileggi and Richard Vieser relating to
transactions occurring in March 2000 were not timely filed and (iii) the Form 4
for Jack D. Furst for transactions occurring in April 2000 was not timely filed.
INFORMATION RELATING TO THE BOARD OF DIRECTORS
Our Board of Directors has established an Audit Committee currently
consisting of Messrs. Vieser (Chairman), O'Brien and Yontz and a Compensation
Committee currently consisting of Messrs. Hicks, Mills, Vieser and Yontz with an
Independent Compensation Committee currently consisting of Mr. Vieser and Mr.
Yontz. The primary role of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibilities to our stockholders, potential
stockholders and the investment community, with regard to financial reporting
and the adequacy of internal controls, policies and procedures and to function
as a committee for the Board of Directors to report on, among other things, the
independence of our independent public accountants. The purpose of the
Compensation Committee and the Independent Compensation Committee is to act on
behalf of the Board of Directors with respect to the compensation of directors
and executive officers. The Compensation Committee also administers our option
and other benefit plans.
During the year ended December 31, 2000, the Board of Directors held seven
meetings, and the Audit Committee and the Compensation Committee held one and
three meetings, respectively. During such fiscal year each incumbent director
attended no fewer than 75% of the aggregate of (i) the total number of meetings
of the Board of Directors held during the period and (ii) the meetings held
during the period by the Committees of the Board of Directors on which he
served.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Mills, Chairman and Chief Executive Officer of Viasystems Group, also
serves as a member of the Compensation Committee.
COMPENSATION COMMITTEE REPORT
Our Compensation Committee is committed to providing a comprehensive
compensation package designed to attract and retain quality executive officers,
instill a long-term commitment to the Company and ensure that the interests of
management and our stockholders are aligned. With this in mind, the Compensation
Committee's principal objective is to link executive compensation to corporate
performance. However, the Committee also considers progress on strategic and
other qualitative goals when determining base salaries of our executive
officers. The Committee's compensation policies include the following:
- establishing compensation levels competitive with those of similar-size
manufacturing companies;
- balancing our short-term and long-term goals and performance and those of
our executive officers; and
- linking executive officer compensation to increasing shareholder value
through stock options.
Given the Compensation Committee's policies, our executive officers'
compensation packages primarily include four elements: (1) base salary; (2) cash
bonuses; (3) stock options; and (4) other customary fringe benefits.
BASE SALARIES
Base salaries for our executive officers are initially determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by referring to the relevant competitive marketplace for
executive management, which includes a comparison to a self-selected group of
other manufacturing companies of a size similar to that of Viasystems Group. The
comparative group is not limited to companies which comprise the published
industry index or peer group shown in our stock performance graph presented
below. Rather, the Compensation Committee believes that the relevant marketplace
for executive management is broader than that represented by other companies in
our industry. The base salary for each of our executive officers is targeted
generally at or below the mid-point within the comparative group. When
determining base salary, the Compensation Committee also takes into account
other aspects of the entire compensation package afforded by us to the
individual officer, which include matching contributions under our 401(k) Plan,
incentive compensation programs, deferred compensation and other customary
fringe benefits.
Base salaries are reviewed annually and adjusted after considering
executive officer salaries of the comparative group (as discussed previously),
our performance for the year, the individual executive's contribution to that
performance, achievement of individual performance objectives and years of
service with us. The Compensation Committee exercises judgment and discretion in
the information it reviews and the analysis it considers. In reviewing base
salaries of our executive officers other than the Chief Executive Officer, the
Compensation Committee also takes into account the views of our Chief Executive
Officer, whose views typically are subjective, such as his perception of the
individual's performance, the importance of his role and functional
responsibilities to the overall well-being of Viasystems Group and any planned
changes in functional responsibilities.
BONUSES
The Viasystems Group, Inc. Bonus Plan (the "Bonus Plan") provides bonus
opportunities to our executive officers and other key employees based on our
achievement of certain financial goals. Participants are eligible to receive a
bonus, expressed as a percentage of base salary. The performance goals may be
comprised of one or more measures, including, among others, EBITDA, cash flow,
net sales and divisional or corporate financial goals. A percentage of each
participant's bonus may be tied to one or more of the
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performance measures. Payment of the bonuses is made in a lump sum payment as
soon as administratively practical after the end of our fiscal year (normally no
later than February).
STOCK OPTIONS
The granting of stock options is a key part of our overall compensation
program designed to provide our executive officers and other key employees with
incentives to maximize our long-term financial performance and align their
interests with those of our stockholders.
In determining whether and how many options should be granted, the
Committee may consider the seniority of and contributions of executive officers
and key employees, as well as the number of options already held and such other
factors as it deems appropriate. However, the Compensation Committee has not
established target awards governing the receipt, timing or size of option grants
under our stock option plans, other than to set a maximum limit. Thus, a
determination by the Compensation Committee with respect to the granting of
stock options is subjective in nature.
The Viasystems Group, Inc. 1997 Stock Option Plan provides for the granting
of options to purchase up to 4,404,613 shares of common stock to certain
officers and key employees of the Company. For 2000, the Compensation Committee
awarded options to purchase 1,094,772 shares of common stock pursuant to the
1997 Stock Option Plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
In determining Mr. Mills' base salary for fiscal 2000, the Independent
Compensation Committee considered several factors. These factors, to which the
Committee did not attribute specific values or weights, included (i) our
financial performance during fiscal 1999 relative to our peers, (ii) competitive
salary and bonus levels for Chief Executive Officers at comparably sized public
companies in similar businesses as well as general inflation of salaries in the
economy, and (iii) our position in the market place. Based on these
considerations, the Independent Compensation Committee set Mr. Mills' base
salary for fiscal 2000 at $685,000. Additionally, Mr. Mills received a bonus of
$685,000 for fiscal 2000. In fiscal 2000, Mr. Mills was not granted any options
to purchase shares of common stock pursuant to our 1997 Stock Option Plan.
Respectfully submitted,
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF
VIASYSTEMS GROUP, INC.
Thomas O. Hicks, Member
James N. Mills, Member
Richard W. Vieser, Member
Kenneth F. Yontz, Member
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AUDIT COMMITTEE REPORT
The Audit Committee consists of Messrs. Vieser (Chairman), O'Brien and
Yontz, each of whom is "independent" in accordance with the standards imposed by
the New York Stock Exchange. The Audit Committee functions pursuant to a written
charter, a copy of which is attached as Exhibit B to this Proxy Statement.
In connection with the December 31, 2000 financial statements, the Audit
Committee has:
- Reviewed and discussed with management the Company's audited financial
statements as of and for the fiscal year ended December 31, 2000;
- Discussed with the Company's independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication
with Audit Committees, as amended, by the Auditing Standards Board of
American Institute of Certified Public Accountants; and
- Received and reviewed the written disclosures and the letter from the
Company's independent auditors required by Independence Standard No. 1,
Independence Discussions with Audit Committee, as amended, by the
Independence Standards Board, and have discussed with the auditors the
auditors' independence.
Based on the reviews and discussions referred to above, the Audit Committee
has recommended to the Board of Directors that the audited financial statements
referred to above be included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2000.
Respectfully submitted,
AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS OF
VIASYSTEMS GROUP, INC.
Richard W. Vieser, Chairman
Thomas H. O'Brien, Member
Kenneth F. Yontz, Member
FEES BILLED BY INDEPENDENT PUBLIC ACCOUNTANTS
The following table sets forth the amount of audit fees, financial
information systems design and implementation fees, and all other fees billed or
expected to be billed by PricewaterhouseCoopers LLP, our principal accountant,
for the year ended December 31, 2000:
AMOUNT
----------
(IN 000'S)
Audit Fee(1)................................................ $ 712.9
Financial Information Systems Design and Implementation
Fees(2)................................................... --
All Other Fees(3)........................................... 1,155.7
--------
Total Fees........................................ $1,868.6
========
- ---------------
(1) Includes annual financial statement audit and quarterly review services.
(2) No such services were provided by PricewaterhouseCoopers LLP for the most
recent fiscal year.
(3) Primarily represents fees for the S-1 registration statements which were
filed in 2000. The Audit Committee of the Board of Directors of the Company
has considered whether the provision of financial information systems design
and implementation and other non-audit services is compatible with
maintaining PricewaterhouseCoopers' independence.
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STOCK PERFORMANCE
The following chart compares our cumulative stockholder return since our
initial public offering completed on March 23, 2000, with the Standard and
Poor's 500 Index and with the Bloomberg Electronics Index.
[GRAPH]
The comparison assumes $100 was invested on March 24, 2000, in each of our
common stock, the Standard and Poor's Index of U.S. Companies and the Bloomberg
Electronics Index of U.S. Companies and assumes compounded daily returns with
reinvestment of dividends.
- -----------------------------------------------------------------------
03/24/00 12/31/00
- -----------------------------------------------------------------------
Viasystems Group $100.0 $39.58
Standard and Poor's 500 Index $100.0 $87.20
Bloomberg Electronic's Index $100.0 $73.22
FUTURE PROPOSALS OF STOCKHOLDERS
Stockholder proposals intended to be presented at the 2002 Annual Meeting
of stockholders and included in our Proxy Statement and form of proxy relating
to that meeting pursuant to Rule 14a-8 under the Exchange Act must be received
by us at our principal executive offices by December 2, 2001. In order for
stockholder proposals made outside of Rule 14a-8 under the Exchange Act to be
considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act,
such proposals must be received by us at our principal executive offices by
February 15, 2002. Our Amended and Restated Bylaws require that proposals of
stockholders made outside of Rule 14a-8 under the Exchange Act must be
submitted, in accordance with the requirements of the Bylaws, not later than
March 1, 2002 and not earlier than January 30, 2002.
A COPY OF OUR ANNUAL REPORT TO STOCKHOLDERS FOR FISCAL YEAR 2000
ACCOMPANIES THIS PROXY STATEMENT.
A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR 2000, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING RELATED FINANCIAL
STATEMENTS AND SCHEDULES) IS AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE, UPON
WRITTEN REQUEST TO VIASYSTEMS GROUP, INC., 101 SOUTH HANLEY, SUITE 400, ST.
LOUIS, MISSOURI 63105; ATTN.: INVESTOR RELATIONS.
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OTHER BUSINESS
Our Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as set forth in the Notice which
accompanies this Proxy Statement. However, if any other matters properly come
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors,
/s/ DAVID J. WEBSTER
------------------------------------
David J. Webster
Secretary
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EXHIBIT A
VIASYSTEMS GROUP, INC.
2001 STOCK BASED COMPENSATION PLAN
1. Purpose. The Viasystems Group, Inc. 2001 Stock Based Compensation Plan
(the "Plan") is intended to provide incentives which will attract, retain and
motivate highly competent persons as employees of Viasystems Group, Inc. (the
"Company") and of any parent corporation or subsidiary corporation now existing
or hereafter formed or acquired, by providing them opportunities to acquire
shares of the common stock, par value $.01 per share, of the Company ("Common
Stock") or to receive monetary payments based on the value of such shares
pursuant to the Benefits (as defined below) described herein. Furthermore, the
Plan is intended to assist in aligning the interests of the Company's employees
to those of its stockholders.
2. Administration.
(a) The Plan will be administered by the Board of Directors of the
Company (the "Board") or a committee (which may be the Company's
Compensation Committee) or subcommittee of the Board appointed by the Board
from among its members (the "Committee"). Whenever the Company shall have a
class of equity securities registered pursuant to Section 12 of the
Exchange Act (as hereinafter defined), the Committee shall be comprised
solely of not less than two members who shall be "Non-Employee Directors"
within the meaning of Rule 16b-3(b)(3) (or any successor rule ("Rule
16b-3")) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Committee is authorized, subject to the
provisions of the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection
with the Plan and any Benefits (as defined below) granted hereunder as it
deems necessary or advisable, including, but not limited to, accelerating
vesting or exercisability of Benefits, extending the term or period of
exercisability of Benefits, reducing the Exercise Price of any Benefits or
waiving any terms or conditions applicable to any Benefits. All
determinations and interpretations made by the Committee shall be binding
and conclusive on all participants and their legal representatives. No
member of the Board of Directors, no member of the Committee and no
employee of the Company shall be liable for any act or failure to act
hereunder, except in circumstances involving his or her bad faith, or for
any act or failure to act hereunder by any other member or employee or by
any agent to whom duties in connection with the administration of this Plan
have been delegated. The Company shall indemnify members of the Committee
and any agent of the Committee who is an employee of the Company, against
any and all liabilities or expenses to which they may be subjected by
reason of any act or failure to act with respect to their duties on behalf
of the Plan, except in circumstances involving such person's bad faith.
(b) The Committee may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem advisable,
and the Committee, or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice with respect to
any responsibility the Committee or such person may have under the Plan.
The Committee may employ such legal or other counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion or computation received from any such counsel,
consultant or agent. Expenses incurred by the Committee in the engagement
of such counsel, consultant or agent shall be paid by the Company, or the
subsidiary or affiliate whose employees have benefited from the Plan, as
determined by the Committee.
3. Participants. Participants will consist of such employees of and other
persons performing services for the Company and any parent corporation or
subsidiary corporation of the Company as the Committee in its sole discretion
determines to be in a position to impact the success and future growth and
profitability of the Company and whom the Committee may designate from time to
time to receive Benefits under the Plan. Designation of a participant in any
year shall not require the Committee to designate such person to receive a
Benefit in any other year or, once designated, to receive the same type or
amount of Benefit as granted to the
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participant in any other year. The Committee shall consider such factors as it
deems pertinent in selecting participants and in determining the type and amount
of their respective Benefits.
4. Type of Benefits. Benefits under the Plan may be granted in any one or
a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Stock Units, and (e) Performance-Based Awards (each as described
below, and collectively, the "Benefits"). Benefits shall be evidenced by
agreements (which need not be identical) in such forms as the Committee may from
time to time approve; provided, however, that in the event of any conflict
between the provisions of the Plan and any such agreements, the provisions of
the Plan shall prevail.
5. Common Stock Available Under the Plan.
(a) The aggregate number of shares of Common Stock that may be subject
to Benefits, including Stock Options, granted under this Plan shall be
4,000,000 shares of Common Stock, which may be authorized and unissued or
treasury shares, subject to any adjustments made in accordance with Section
10 hereof. Other than those shares of Common Stock subject to Benefits that
are cancelled or terminated as a result of the Committee's exercise of its
discretion with respect to Performance-Based Awards as provided for in
Section 9, any shares of Common Stock subject to a Stock Option or Stock
Appreciation Right which for any reason is cancelled or terminated without
having been exercised, any shares subject to Stock Awards,
Performance-Based Awards or Stock Units which are forfeited, any shares
subject to Performance-Based Awards settled in cash or any shares delivered
to the Company as part of full payment for the exercise of a Stock Option
or Stock Appreciation Right shall again be available for Benefits under the
Plan. The preceding sentence shall apply only for purposes of determining
the aggregate number of shares of Common Stock subject to Benefits and
shall not apply for purposes of determining the maximum number of shares of
Common Stock subject to Benefits (including the maximum number of shares of
Common Stock subject to Stock Options and Stock Appreciation Rights) that
any individual participant may receive.
(b) The maximum aggregate number of shares of Common Stock underlying
all Benefits that may be granted to any single participant within any
calendar year during the term of the Plan (as set forth in Section 21(b)
hereof) shall be 1,000,000 shares, subject to the adjustments provided in
Section 11. For purposes of the preceding sentence, such Benefits that are
cancelled or repriced shall continue to be counted during the term of such
Benefits prior to any such cancellation or repricing in determining such
maximum aggregate number of shares of Common Stock that may be granted to
any single participant during the term of the Plan.
6. Stock Options. Stock Options will consist of awards from the Company
that will enable the holder to purchase a specific number of shares of Common
Stock, at set terms and at a fixed purchase price. Stock Options may be
"incentive stock options" ("Incentive Stock Options"), within the meaning of
Section 422 of the Code, or Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Committee will have the
authority to grant to any participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options (in each case with or
without Stock Appreciation Rights). Each Stock Option shall be subject to such
terms and conditions consistent with the Plan as the Committee may impose from
time to time, subject to the following limitations:
(a) Exercise Price. Except in the case of benefits made through
assumption of, or in substitution for, outstanding benefits previously
granted by an acquired company, and except as a result of an adjustment
event referred to herein, each Stock Option granted hereunder shall have
such per-share exercise price as the Committee may determine at the date of
grant; provided, however, subject to subsection (d) below, that the per
share exercise price shall not be less 100% of the Fair Market Value (as
defined below) of the Common Stock on the date the option is granted.
(b) Payment of Exercise Price. The option exercise price may be paid
in cash or, in the discretion of the Committee determined at the date of
grant, by the delivery of shares of Common Stock of the Company then owned
by the participant, by the withholding of shares of Common Stock for which
a Stock Option is exercisable, or by a combination of these methods. In the
discretion of the Committee,
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payment may also be made by delivering a properly executed exercise notice
to the Company together with a copy of irrevocable instructions to a broker
to deliver promptly to the Company the amount of sale or loan proceeds to
pay the exercise price. To facilitate the foregoing, the Company may enter
into agreements for coordinated procedures with one or more brokerage
firms. The Committee may prescribe any other method of paying the exercise
price that it determines to be consistent with applicable law and the
purpose of the Plan, including, without limitation, in lieu of the exercise
of a Stock Option by delivery of shares of Common Stock of the Company then
owned by a participant, providing the Company with a notarized statement
attesting to the number of shares owned, where, upon verification by the
Company, the Company would issue to the participant only the number of
incremental shares to which the participant is entitled upon exercise of
the Stock Option. In determining which methods a participant may utilize to
pay the exercise price, the Committee may consider such factors as it
determines are appropriate.
(c) Exercise Period. Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Committee; provided, however, that no Stock
Option shall be exercisable later than ten years after the date it is
granted. All Stock Options shall terminate at such earlier times and upon
such conditions or circumstances as the Committee shall in its discretion
set forth in such option agreement at the date of grant.
(d) Limitations on Incentive Stock Options. Incentive Stock Options
may be granted only to participants who are employees of the Company or
subsidiary corporation of the Company at the date of grant. The aggregate
market value (determined as of the time the option is granted) of the
Common Stock with respect to which Incentive Stock Options are exercisable
for the first time by a participant during any calendar year (under all
option plans of the Company) shall not exceed $100,000; provided that to
the extent stock options issued as Incentive Stock Options first become
exercisable during a calendar year in excess of such $100,000 limitation,
such excess Stock Option shall be treated as Nonqualified Stock Options.
For purposes of the preceding sentence, Incentive Stock Options will be
taken into account in the order in which they are granted. Incentive Stock
Options may not be granted to any participant who, at the time of grant,
owns stock possessing (after the application of the attribution rules of
Section 424(d) of the Code) more than 10% of the total combined voting
power of all outstanding classes of stock of the Company or any subsidiary
corporation of the Company, unless the option price is fixed at not less
than 110% of the Fair Market Value of the Common Stock on the date of grant
and the exercise of such option is prohibited by its terms after the
expiration of five years from the date of grant of such option.
Notwithstanding anything to the contrary contained herein, no Incentive
Stock Option may be exercised later than ten years after the date it is
granted.
7. Stock Appreciation Rights. The Committee may, in its discretion, grant
Stock Appreciation Rights to the holders of any Stock Options granted hereunder.
In addition, Stock Appreciation Rights may be granted independently of, and
without relation to, options. A Stock Appreciation Right means a right to
receive a payment, in cash, Common Stock or a combination thereof in an amount
equal to the excess of (x) the Fair Market Value, or other specified valuation,
of a specified number of shares of Common Stock on the date the right is
exercised over (y) the Fair Market Value, or other specified valuation (which
shall be no less than the Fair Market Value), of such shares of Common Stock on
the date the right is granted, all as determined by the Committee; provided,
however, that if a Stock Appreciation Right is granted retroactively in tandem
with or in substitution for a Stock Option, the designated Fair Market Value in
the award agreement may be the Fair Market Value on the date such Stock Option
was granted. Each Stock Appreciation Right shall be subject to such terms and
conditions as the Committee shall impose from time to time.
8. Stock Awards. The Committee may, in its discretion, grant Stock Awards
(which may include mandatory payment of bonus incentive compensation in stock)
consisting of Common Stock issued or transferred to participants with or without
other payments therefor as additional compensation for services to the Company.
Stock Awards may be subject to such terms and conditions as the Committee
determines appropriate, including, without limitation, restrictions on the sale
or other disposition of such shares, the right of the Company to reacquire such
shares for no consideration upon termination of the participant's
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employment within specified periods, and may constitute Performance-Based
Awards, as described below. The Committee may require the participant to deliver
a duly signed stock power, endorsed in blank, relating to the Common Stock
covered by such an Award. The Committee may also require that the stock
certificates evidencing such shares be held in custody or bear restrictive
legends until the restrictions thereon shall have lapsed. The Stock Award shall
specify whether the participant shall have, with respect to the shares of Common
Stock subject to a Stock Award, all of the rights of a holder of shares of
Common Stock of the Company, including the right to receive dividends and to
vote the shares.
9. Stock Units.
(a) The Committee may, in its discretion, grant Stock Units to
participants hereunder. Stock Units may, as determined by the Committee in
its sole discretion, constitute Performance-Based Awards. The Committee
shall determine the criteria for the vesting of Stock Units. A Stock Unit
granted by the Committee shall provide payment in shares of Common Stock at
such time as the award agreement shall specify. Shares of Common Stock
issued pursuant to this Section 9 may be issued with or without other
payments therefor as may be required by applicable law or such other
consideration as may be determined by the Committee. The Committee shall
determine whether a participant granted a Stock Unit shall be entitled to a
Dividend Equivalent Right (as defined below).
(b) Upon vesting of a Stock Unit, unless the Committee has determined
to defer payment with respect to such unit or a Participant has elected to
defer payment under subsection (c) below, shares of Common Stock
representing the Stock Units shall be distributed to the participant unless
the Committee, with the consent of the participant, provides for the
payment of the Stock Units in cash or partly in cash and partly in shares
of Common Stock equal to the value of the shares of Common Stock which
would otherwise be distributed to the participant.
(c) Prior to the year with respect to which a Stock Unit may vest, the
participant may elect not to receive Common Stock upon the vesting of such
Stock Unit and for the Company to continue to maintain the Stock Unit on
its books of account. In such event, the value of a Stock Unit shall be
payable in shares of Common Stock pursuant to the agreement of deferral.
(d) A "Stock Unit" means a notational account representing one share
of Common Stock. A "Dividend Equivalent Right" means the right to receive
the amount of any dividend paid on the share of Common Stock underlying a
Stock Unit, which shall be payable in cash or in the form of additional
Stock Units.
10. Performance-Based Awards.
(a) Stock Awards, Stock Units or Stock Options having a per share
exercise price less than 100% of Fair Market Value of the Common Stock on
the date the option is granted may be granted as Performance-Based Awards
to participants at any time and from time to time, as shall be determined
by the Committee (which, for purposes of this Section 10, shall be
comprised solely of outside directors within the meaning of Section 162(m)
of the Code). The Committee shall have complete discretion in determining
the number, amount and timing of awards granted to each participant.
Performance-Based Awards may be awarded as short-term or long-term
incentives. With respect to Performance-Based Awards, the Committee shall
set objective performance targets at its discretion which, depending on the
extent to which they are met, will determine the number and/or value of
Performance-Based Awards that will be paid out to the participants, and may
attach to such Performance-Based Awards one or more restrictions.
Performance targets may be based upon one or more objective business
criteria that apply to Company-wide, divisional and/or individual
performance, including stock price, market share, sales, earnings per
share, earnings before interest, taxes, depreciation and amortization
("EBITDA"), return on equity, return on capital, costs, gross margin,
inventory turnover, or specified projects or events. Performance targets
shall be established before the 90th day after the period of service (as
scheduled in good faith at the time the award is granted) to which the
Performance-Based Award relates has commenced, but in no event after 25% of
such period has elapsed. The Committee may reserve to itself
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negative discretion to reduce the amount payable under a Performance-Based
Award upon the attainment of any performance target.
(b) With respect to Performance-Based Awards, the Committee shall have
the authority at any time to make adjustments to performance targets for
any outstanding awards which the Committee deems necessary or desirable
unless at the time of establishment of goals the Committee shall have
precluded its authority to make such adjustments.
(c) Payment of earned Performance-Based Awards shall be made in
accordance with terms and conditions prescribed or authorized by the
Committee. The Committee shall certify as to the attainment of any
performance target prior to any payment of Performance-Based Awards
relating to that target. The participant may elect to defer, or the
Committee may require or permit the deferral of, the receipt of
Performance-Based Awards upon such terms as the Committee deems
appropriate.
11. Adjustment Provisions; Change in Control.
(a) If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reclassification, split up, spin-off, combination of
shares, exchange of shares, dividend in kind or other like change in
capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, an adjustment shall be made to each
outstanding Stock Option and Stock Appreciation Right such that each such
Stock Option and Stock Appreciation Right shall thereafter be exercisable
for such securities, cash and/or other property as would have been received
in respect of the Common Stock subject to such Stock Option or Stock
Appreciation Right had such Stock Option or Stock Appreciation Right been
exercised in full immediately prior to such change or distribution, and
such an adjustment shall be made successively each time any such change
shall occur. In addition, in the event of any such change or distribution,
in order to prevent dilution or enlargement of participants' rights under
the Plan, the Committee will have authority to adjust, in an equitable
manner, the number and kind of shares that may be issued under the Plan,
the exercisability and vesting pensions of such Benefits, the number and
kind of shares subject to outstanding Benefits, the exercise price
applicable to outstanding Benefits, and the Fair Market Value of the Common
Stock and other value determinations applicable to outstanding Benefits.
Appropriate adjustments may also be made by the Committee in the terms of
any Benefits under the Plan to reflect such changes or distributions and to
modify any other terms of outstanding Benefits on an equitable basis,
including modifications of performance targets and changes in the length of
performance periods. In addition, other than with respect to Stock Options,
Stock Appreciation Rights and other awards intended to constitute
Performance-Based Awards, the Committee is authorized to make adjustments
to the terms and conditions of, and the criteria included in, Benefits in
recognition of unusual or nonrecurring events affecting the Company or the
financial statements of the Company, or in response to changes in
applicable laws, regulations, or accounting principles. Notwithstanding the
foregoing, (i) any adjustment with respect to an Incentive Stock Option
shall comply with the rules of Section 424(a) of the Code, and (ii) in no
event shall any adjustment be made which would render any Incentive Stock
Option granted hereunder other than an incentive stock option for purposes
of Section 422 of the Code.
(b) In the event of a Change in Control (as defined below), the
Committee, in its discretion, may take such actions as it deems appropriate
with respect to outstanding Benefits, including, without limitation,
accelerating the exercisability or vesting of such Benefits.
The Committee, in its discretion, may determine that, upon the
occurrence of a Change in Control of the Company, each Stock Option and
Stock Appreciation Right outstanding hereunder shall terminate within a
specified number of days after notice to the holder, and such holder shall
receive, with respect to each share of Common Stock subject to such Stock
Option or Stock Appreciation Right, an amount equal to the excess of the
Fair Market Value of such shares of Common Stock immediately prior to the
occurrence of such Change in Control over the exercise price per share of
such Stock Option or Stock Appreciation Right, such amount to be payable in
cash, in one or more kinds of property (including the
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property, if any, payable in the transaction) or in a combination thereof,
as the Committee, in its discretion, shall determine.
For purposes of this Section 11(b), a "Change in Control" of the
Company shall be deemed to have occurred if, subsequent to the Effective
Date of this Plan, (A) any "person" (as such term is defined in Section
13(d) of the Exchange Act), other than Hicks, Muse, Tate & Furst Equity
Fund III, L.P. and/or Mills & Partners Inc., and/or their respective
affiliates, employees, officers, directors or successors (the "HMTF
Group"), is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing a majority of the combined voting
power of the Company's then outstanding voting securities, or (B) a
majority of the Board of Directors shall consist of persons who are not
Continuing Directors (as defined below).
For purposes of this Agreement, a "Continuing Director" shall mean, as
of the date of determination, any Person who (i) was a member of the Board
of Directors of the Company on the date of adoption of this Plan, (ii) was
nominated for election or elected to the Board of Directors of the Company
with the affirmative vote of a majority of the Continuing Directors who
were members of such Board of Directors at the time of such nomination or
election, or (iii) is a member of the HMTF Group.
12. Transferability. Each Benefit granted under the Plan to a participant
shall not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the participant's lifetime, only
by the participant. In the event of the death of a participant, each Stock
Option or Stock Appreciation Right theretofore granted to him or her shall be
exercisable during such period after his or her death as the Committee shall in
its discretion set forth in such option or right at the date of grant and then
only by the executor or administrator of the estate of the deceased participant
or the person or persons to whom the deceased participant's rights under the
Stock Option or Stock Appreciation Right shall pass by will or the laws of
descent and distribution. Notwithstanding the foregoing, at the discretion of
the Committee, an award of a Benefit other than an Incentive Stock Option may
permit the transferability of a Benefit by a participant solely to the
participant's spouse, siblings, parents, children and grandchildren or trusts
for the benefit of such persons or partnerships, corporations, limited liability
companies or other entities owned solely by such persons, including trusts for
such persons, subject to any restriction included in the award of the Benefit.
13. Other Provisions. The award of any Benefit under the Plan may also be
subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines, at the date of
grant, appropriate, including, without limitation, for the installment purchase
of Common Stock under Stock Options, for the installment exercise of Stock
Appreciation Rights, to assist the participant in financing the acquisition of
Common Stock, for the forfeiture of, or restrictions on resale or other
disposition of, Common Stock acquired under any form of Benefit, for the
acceleration of exercisability or vesting of Benefits in the event of a change
in control of the Company, for the payment of the value of Benefits to
participants in the event of a change in control of the Company, or to comply
with federal and state securities laws, or understandings or conditions as to
the participant's employment in addition to those specifically provided for
under the Plan.
14. Fair Market Value. For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value shall be the closing price of the Company's Common
Stock on the date of calculation (or on the last preceding trading date if
Common Stock was not traded on such date) if the Company's Common Stock is
readily tradable on a national securities exchange or other market system, and
if the Company's Common Stock is not readily tradable, Fair Market Value shall
mean the amount determined in good faith by the Committee as the fair market
value of the Common Stock of the Company.
15. Withholding. All payments or distributions of Benefits made pursuant
to the Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements. If the Company
proposes or is required to distribute Common Stock pursuant to the Plan, it may
require the recipient to remit to it or to the corporation that employs such
recipient an amount sufficient to satisfy such tax withholding requirements
prior to the delivery of any certificates for such Common Stock.
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In lieu thereof, the Company or the employing corporation shall have the right
to withhold the amount of such taxes from any other sums due or to become due
from such corporation to the recipient as the Committee shall prescribe. The
Committee may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Benefit consisting of shares of Common Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount of tax to be withheld, such tax calculated at rates required
by statute or regulation.
16. Tenure. A participant's right, if any, to continue to serve the
Company as a director, officer, employee, or otherwise, shall not be enlarged or
otherwise affected by his or her designation as a participant under the Plan.
17. Unfunded Plan. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.
18. No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Benefit. The Committee shall
determine whether cash, or Benefits, or other property shall be issued or paid
in lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.
19. Duration, Amendment and Termination. No Benefit shall be granted more
than ten years after the Effective Date; provided, however, that the terms and
conditions applicable to any Benefit granted prior to such date may thereafter
be amended or modified by mutual agreement between the Company and the
participant or such other persons as may then have an interest therein. The
Committee may amend the Plan from time to time or suspend or terminate the Plan
at any time. However, no action authorized by this Section 19 shall reduce the
amount of any existing Benefit or change the terms and conditions thereof
without the participant's consent. No amendment of the Plan shall, without
approval of the stockholders of the Company, (i) increase the total number of
shares which may be issued under the Plan or the maximum number of shares with
respect to Stock Options, Stock Appreciation Rights and other Benefits that may
be granted to any individual under the Plan or (ii) modify the requirements as
to eligibility for Benefits under the Plan; provided, however, that no amendment
may be made without approval of the stockholders of the Company if the amendment
will disqualify any Incentive Stock Options granted hereunder.
20. Governing Law. This Plan, Benefits granted hereunder and actions taken
in connection herewith shall be governed and construed in accordance with the
laws of the State of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflict of laws).
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21. Effective Date.
(a) The Plan shall be effective as of May 1, 2001 (the "Effective
Date"), provided that the Plan is approved by the stockholders of the
Company at an Annual Meeting or any special meeting of stockholders of the
Company within 12 months of the Effective Date, and such approval of
stockholders shall be a condition to the right of each participant to
receive any Benefits hereunder. Any Benefits granted under the Plan prior
to such approval of stockholders shall be effective as of the date of grant
(unless, with respect to any Benefit, the Committee specifies otherwise at
the time of grant), but no such Benefit may be exercised or settled and no
restrictions relating to any Benefit may lapse prior to such stockholder
approval, and if stockholders fail to approve the Plan as specified
hereunder, any such Benefit shall be cancelled.
(b) This Plan shall terminate on May 1, 2011 (unless sooner terminated
by the Committee).
VIASYSTEMS GROUP, INC.
By: /s/ DAVID J. WEBSTER
----------------------------------
David J. Webster
Secretary
A-8
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EXHIBIT B
CHARTER OF THE AUDIT COMMITTEE
OF
VIASYSTEMS GROUP, INC.
I. PURPOSE
The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process, including by
overviewing the financial reports and other financial information provided by
the Company to any governmental or regulatory body, the public or other users
thereof, the Company's systems of internal accounting and financial controls and
the annual independent audit of the Company's financial statements.
In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the Committee
are in place to represent the Company's stockholders; accordingly, the outside
auditor is ultimately accountable to the Board and the Committee.
The Committee shall review the adequacy of this Charter on an annual basis.
II. MEMBERSHIP
The Committee shall be comprised of not less than three members of the
Board, and the Committee's composition will meet the requirements of the Audit
Committee Policy of The New York Stock Exchange.
Accordingly, all of the members will be directors:
1. Who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company; and
2. 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.
III. KEY RESPONSIBILITIES
The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the outside auditors are responsible for auditing those
financial statements. Additionally, the Committee recognizes that financial
management, as well as the outside auditors, have more time, knowledge and more
detailed information on the Company than do Committee members; consequently, in
carrying out its oversight responsibilities, the Committee is not providing any
expert or special assurance as to the Company's financial statements or any
professional certification as to the outside auditor's work.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.
- The Committee shall review with management and the outside auditors the
audited financial statements to be included in the Company's Annual
Report on Form 10-K (or the Annual Report to stockholders if distributed
prior to the filing of Form 10-K) and review and consider with the
outside auditors the matters required to be discussed by Statement of
Auditing Standards ("SAS") No. 61.
- As a whole, or through the Committee chair, the Committee shall review
with the outside auditors the Company's interim financial results to be
included in the Company's quarterly reports to be filed with
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36
Securities and Exchange Commission and the matters required to be
discussed by SAS No. 61; this review will occur prior to the Company's
filing of the Form 10-Q.
- The Committee shall discuss with management and the outside auditors the
quality and adequacy of the Company's internal controls.
- The Committee shall:
- request from the outside auditors annually, a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard Number 1;
- discuss with the outside auditors any such disclosed relationships and
their impact on the outside auditor's independence; and
- recommend that the Board take appropriate action in response to the
outside auditor's report to satisfy itself of the auditor's
independence.
- The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select (or
nominate for stockholder approval), evaluate and, where appropriate,
replace the outside auditor.
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37
VIASYSTEMS GROUP, INC.
PROXY
SOLICITED BY BOARD OF DIRECTORS
ANNUAL MEETING MAY 1, 2001
NEW YORK, NY
The undersigned hereby appoints David J. Webster and/or John S.
P Hastings, and each of them, as proxies, each with the power to appoint
a substitute, and hereby authorizes them to represent and to vote all
R the shares of stock of Viasystems Group, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held on
O May 1, 2001, or any adjournment or postponement thereof, upon all
matters referred to on the reverse side and described in the Proxy
X Statement for the meeting, and, in their discretion as set forth in the
Proxy Statement, upon any other matters that may properly come before
Y the meeting.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES IN
THE ELECTION OF DIRECTORS, AND FOR PROPOSALS 2 AND 3. The Board of
Directors recommends a vote FOR all nominees in the election of
Directors, and FOR proposals 2 and 3.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE
REVERSE SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side.)
5806 - VIASYSTEMS GROUP, INC.
38
VIASYSTEMS GROUP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN THE ELECTION OF
DIRECTORS, AND FOR PROPOSALS 2 AND 3.
1. ELECTION OF DIRECTORS-- For Withhold For All 3. Adopt the Viasystems Group, Inc. For Against Abstain
Nominees: 01-Richard W. Vieser, All All Except 2001 Stock Based Compensation Plan. [ ] [ ] [ ]
02-Thomas H. O'Brien, [ ] [ ] [ ]
03-Kenneth F. Yontz
- --------------------------------------------- The undersigned acknowledges receipt of the Notice of
(Except nominee(s) written above.) [ ] Annual Meeting of Stockholders and of the Proxy
Statement.
For Against Abstain
2. Ratify appointment of PricewaterhouseCoopers, LLP [ ] [ ] [ ]
independent auditors.
Dated: , 2001
---------------------------------------------------
Signature(s)
---------------------------------------------------
---------------------------------------------------------------
Please sign exactly as name appears hereon. Joint owners should
each sign personally. Where applicable, indicate your official
position or representative capacity.
- -----------------------------------------------------------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ACCOMPANYING ENVELOPE.
5806 - VIASYSTEMS GROUP, INC.