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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
BRUNSWICK TECHNOLOGIES
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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BRUNSWICK TECHNOLOGIES INC. 43 BIBBER PARKWAY
BRUNSWICK, MAINE 04011
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ANNUAL MEETING ALERT
April 28, 2000
Dear Fellow Shareholder:
DO NOT SIGN OR RETURN ANY BLUE PROXY CARD FROM VETROTEX
PLEASE SIGN AND RETURN ONLY THE WHITE PROXY CARD FROM BRUNSWICK
Vetrotex CertainTeed Corporation will soon be mailing proxy material to you
(with a blue proxy card) asking you to support its efforts at the Annual Meeting
of Stockholders. As I am sure you are aware, on April 20, 2000 Brunswick
received an unsolicited offer from Compaignie de Saint-Gobain -- a French
company -- to acquire all of Brunswick's shares. VETROTEX IS A SUBSIDIARY OF
SAINT-GOBAIN and we believe that Vetrotex is attempting to interfere with our
annual meeting solely in connection with advancing Saint-Gobain's unsolicited
tender offer. Your Board is in the process of reviewing Saint-Gobain's offer
with our financial and legal advisors and will provide you with our
recommendation regarding the offer and other possible alternatives prior to May
4, 2000.
Specifically, Vetrotex is soliciting against proposal #2 on BTI's proxy.
This is a proposal to increase the number of shares available to all employees
under the 1997 Equity Incentive Plan (the "Plan"). Your Board of Directors
strongly believes this Plan is necessary in order to attract, retain, and
incentivize employees at all levels throughout the Company. This is especially
true when you consider that the unemployment rate in the Brunswick area is
approaching 2%. We urge you to vote FOR proposal #2 to allow your Company to
continue to motivate our dedicated and productive workforce.
VETROTEX'S SELF-SERVING, DISINGENUOUS ARGUMENT
We believe that Vetrotex is being less than forthright in its annual
meeting campaign. Vetrotex attempts to cast the Plan in a negative light and
call into question certain features of the Plan. However, Vetrotex conveniently
fails to mention that VETROTEX VOTED TO APPROVE THE PLAN AS A SHAREHOLDER IN
1997 AND ONE OF ITS OWN EXECUTIVES, A DIRECTOR ON BRUNSWICK'S BOARD, ALSO
APPROVED THE VERY SAME PLAN.
YOU SHOULD BE AWARE THAT DAVID SHARPE, A SENIOR EXECUTIVE OF VETROTEX, IS A
DIRECTOR OF BRUNSWICK. He notified Brunswick in March that he would not stand
for re-election at the annual meeting. He has recently advised Brunswick that he
desires to resign immediately upon Brunswick's meeting certain demands. MR.
SHARPE IS ALSO CHAIRMAN OF THE COMPENSATION COMMITTEE. As a member of the Board
of Directors of Brunswick, he was one of the people responsible for approving
the 1997 Equity Incentive Plan. Again in his role as Chairman of the
Compensation Committee he approved all options granted within the past two years
which have, at this point, depleted the Plan. The same principles that led to
the adoption of the Plan -- to attract, retain and incentivize employees and
directors of Brunswick -- apply as equally in 2000 as they did in 1997.
We find it completely self-serving and disingenuous for Vetrotex to
challenge the amendment to the Plan when, in fact, its own employee, who has
been a Brunswick director since 1993 and is still Chairman of the Compensation
Committee, approved the Plan.
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REJECT VETROTEX'S SOLICITATION
DO NOT SIGN ANY BLUE PROXY CARD
We believe Vetrotex's campaign pertaining to the Annual Meeting is not
being waged for your benefit. We strongly urge shareholders to reject Vetrotex's
solicitation. Do not return any blue proxy card sent to you by Vetrotex. Do not
be misled by Vetrotex.
SUPPORT YOUR COMPANY BY VOTING THE WHITE PROXY CARD NOW
We appreciate your continued support.
Sincerely,
/s/ Martin S. Grimnes
Martin S. Grimnes
Chairman and Chief Executive Officer
SIGN, DATE AND RETURN THE WHITE PROXY CARD TODAY
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR PROXY
SOLICITOR: MORROW & CO. AT (800) 662-5200.
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BRUNSWICK TECHNOLOGIES, INC.
CORRECTION OF MINISTERIAL ERROR IN PROXY STATEMENT
DATED APRIL 17, 2000 FOR MAY 16, 2000 ANNUAL MEETING
OF STOCKHOLDERS
Please be advised that due to a ministerial error, the Proxy Statement
dated April 17, 2000 relative to the annual meeting of stockholders incorrectly
stated that the amendment to the 1997 Equity Incentive Plan (Item 2 on the proxy
card) was a "routine" matter with respect to applicable broker rules, and that
the meeting agenda did not contain any "non-routine" matters with respect to
such rules. Item 2 is not a "routine" matter for purposes of applicable broker
rules. As stated in the Proxy Statement, brokers may not vote shares held in
"street name" on non-routine matters without specific instruction from the
beneficial owners.
PLEASE NOTE THAT IF YOU HAVE ALREADY SUBMITTED A PROXY CARD, YOUR SHARES
WILL BE VOTED IN ACCORDANCE WITH THE RULES. IF YOU DID NOT VOTE "FOR" THE
AMENDMENT TO THE PLAN YOU MAY DO SO ON THE ENCLOSED PROXY CARD.
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
________________________________
BRUNSWICK
TECHNOLOGIES, INC.
________________________________
RECORD DATE SHARES: _________
[Name and Address
of Shareholder]
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Date
Please be sure to sign and date this Proxy
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Stockholder sign here Co-owner sign here
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For All For All
1. Election of Directors. To set Nominees Withhold Except
the number of Directors at seven [ ] [ ] [ ]
and to elect the following:
Martin S. Grimnes Max G. Pitcher
William M. Dubay Peter N. Walmsley
Richard J. Corbin Kenneth J. Hatten
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the nominee(s)
name(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Approval of an amendment [ ] [ ] [ ]
to the Company's Equity
Incentive Plan to increase
the number of available shares
of common stock available for
awards from 421,740 to 821,470.
For Against Abstain
3. Ratification of the appointment [ ] [ ] [ ]
of PricewaterhouseCoopers LLP
as independent auditors of the
Company.
4. In his discretion, the Proxy is authorized to vote upon any other business
that may properly come before the meeting or at any adjournment(s) thereof.
Mark box at right if an address change or comment has
Been noted on the reverse side of this card. [ ]
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DETACH CARD DETACH CARD
BRUNSWICK
TECHNOLOGIES, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
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Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, May 16,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Brunswick Technologies, Inc.
[Name and Address of Shareholder]
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BRUNSWICK TECHNOLOGIES, INC.
43 BIBBER PARKWAY
BRUNSWICK, MAINE 04011
ANNUAL MEETING OF STOCKHOLDERS - MAY 16, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Martin S. Grimnes
as Proxy, with full power of substitution for and on behalf of the undersigned
at the 2000 Annual Meeting of Stockholders of BRUNSWICK TECHNOLOGIES, INC. to be
held at the Marriott at Sable Oaks, 200 Sable Oaks Drive, South Portland, Maine
04106, on Tuesday, May 16, 2000, at 10:00 a.m., and at any adjournment or
adjournments thereof. The undersigned hereby directs the said Proxy to vote in
accordance with his judgment on any matters which may properly come before the
Annual Meeting, all as indicated in the Notice of Annual Meeting, receipt of
which is hereby acknowledged, and to act on the following matters set forth in
such notice as specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
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PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE
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Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees, custodians, and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If the shareholder is a corporation, the
signature should be that of an authorized officer who should indicate his or her
title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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