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 [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] 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))
</Table>
BTU INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 previously paid 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:
----------------------------------------------------------------------
BTU INTERNATIONAL, INC.
23 ESQUIRE ROAD
NORTH BILLERICA, MASSACHUSETTS 01862-2596, USA
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 2002
------------------------
Notice is hereby given that the Annual Meeting of Stockholders of BTU
International, Inc. will be held at the offices of the Company, 23 Esquire Road,
North Billerica, Massachusetts, at 10:00 A.M. on Friday, May 17, 2002, for the
following purposes:
1. To elect four directors to serve for the ensuing year.
2. To transact any other business that may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on April 4, 2002 are
entitled to notice of and to vote at the meeting.
If you are unable to be present personally, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
JOHN E. BEARD
Secretary
North Billerica, Massachusetts
April 12, 2002
ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 2002
------------------------
PROXY STATEMENT
------------------------
The enclosed proxy is solicited on behalf of the Board of Directors of BTU
International, Inc. ("BTU" or the "Company") to be voted at the Annual Meeting
of Stockholders (the "Meeting") to be held on May 17, 2002 or at any adjournment
thereof. The cost of solicitation of proxies will be borne by BTU. Directors,
officers and employees of BTU may also solicit proxies by telephone, telegraph
or personal interview. BTU will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy materials to the beneficial owners of shares.
The holders of record of shares of common stock, par value $.01 per share,
of the Company (the "Common Stock") at the close of business on April 4, 2002
are entitled to notice and to vote at the Meeting. There were 6,851,987 shares
of Common Stock outstanding on that date, each of which is entitled to one vote
on each matter to come before the Meeting.
Shares of Common Stock represented by proxies in the form enclosed, if
properly executed and returned and not revoked, will be voted as specified, but
where no specification is made, the shares will be voted to fix the number of
directors at four and for the election as directors of the nominees named below.
To be voted, proxies must be filed with the Secretary prior to voting. Proxies
may be revoked at any time before exercise by filing a notice of such revocation
with the Secretary.
The holders of a majority of the issued and outstanding shares of Common
Stock, present in person or represented by proxy and entitled to vote, will
constitute a quorum for the transaction of business at the Meeting. Directors
shall be elected by a plurality of the votes cast at the meeting for the
election of directors. The person designated as the election inspector will
count shares represented by proxies that withhold authority to vote for a
nominee for election as a director or that reflect abstentions and "broker
non-votes" (i.e., shares represented at the meeting held by brokers or nominees
as to which (i) instructions have not been received from the beneficial owners
or persons entitled to vote and (ii) the brokers or nominee do not have the
discretionary voting power on a particular matter) only as shares that are
present and entitled to vote on the matter for the purposes of determining the
presence of a quorum, but neither abstentions nor broker non-votes will have any
effect on the outcome of voting on the matter.
The Annual Report on Form 10K for BTU's fiscal year ended December 31, 2001
has been mailed with this proxy statement. This proxy statement and the enclosed
proxy were mailed to stockholders on the same date as the date of the Notice of
Annual Meeting of Stockholders. The principal executive offices of BTU are
located at 23 Esquire Road, North Billerica, Massachusetts 01862-2596.
ELECTION OF DIRECTORS
The persons named in the enclosed proxy intend to vote each share as to
which a proxy has been properly executed and returned and not revoked to fix the
number of directors at four and in favor of the election as directors of the
four nominees named below, all of whom are now directors of BTU, unless
authority to vote for the election of any or all of such nominees is withheld by
marking the proxy to that effect.
The persons elected as directors will serve until the next Annual Meeting
of Stockholders and until their successors are elected and shall qualify. It is
expected that each of the nominees will be able to serve, but if any nominee is
unable to serve, the proxies reserve discretion to vote or refrain from voting
for a substitute nominee or nominees or to fix the number of directors at a
lesser number.
<Table>
<Caption>
BUSINESS EXPERIENCES AND DIRECTOR
NAME CURRENT DIRECTORSHIPS AGE SINCE
- ---- ------------------------ --- --------
Paul J. van der Wansem.................... President, Chief Executive Officer and 62 1979
Chairman of the Board of Directors of the
Company.
David A.B. Brown.......................... Director of the Company; President of The 58 1989
Windsor Group, Inc., a management consulting
firm of which he is co-founder; Director,
EMCOR Group, Inc., an electrical and
mechanical engineering company; Director,
Pride International Inc., an owner and
operator of offshore drilling rigs.
Director, Technical Communications Corp., a
manufacturer and marketer of encryption
equipment. Director of NS Group, Inc. a
manufacturer and marketer of pipe for the
oil and gas industry.(1)(2)
J. Chuan Chu.............................. Director of the Company; Chairman of 82 1991
Columbia International Corporation, an
engineering firm; Senior Advisor, Office of
the President of SRI International, an
international consulting firm; Director,
Interproject Corp., an international
construction and trading company; Senior
Research Professor, Development Research
Center, State Council, China(1)(2)
Joseph F. Wrinn........................... Director of the Company; Vice President, 48 1999
Platform Engineering Manager, Semiconductor
Test Division of Teradyne, Inc.(1)(2)
</Table>
- ---------------
(1) Member of Audit Committee
(2) Member of Stock Option and Compensation Committee.
During 2001, the Board of Directors held six meetings. Mr. Van der Wansem,
Mr. Brown and Dr. Chu attended 100% of the Board and relevant committee meetings
during 2001; and Mr. Wrinn attended 83% of the Board and relevant committee
meetings during 2001. Each director who is not an officer or employee of the
Company receives an annual retainer. For 2001, the annual retainer for directors
was $10,000 paid semi-annually, of which the directors are permitted to elect to
take up to one-half in the form of stock options. The number of shares subject
to options granted pursuant to any such election by a director is equal to twice
the number of shares determined by dividing the cash amount by the fair market
value of the common stock on the date of the award. The exercise price of such
options is equal to the fair market value of the common stock on the date of the
award. The options become exercisable on the first anniversary of the date of
grant and expire either three years after the date of grant, for those options
issued in April 2001, or five years, for those options issued in October 2001.
Under this program, on April 1, 2001, Mr. Brown, Dr. Chu and Mr. Wrinn each
elected to receive an option to purchase 1,000 shares of common stock at an
exercise price of $5.00 per share. On October 1, 2001 Mr. Brown, Dr. Chu and Mr.
Wrinn each elected to receive options to purchase 1,603 shares of common stock
at an exercise price of $3.12 per share. In addition, each non-employee director
receives $750 for each Board meeting attended and $500 for each committee
meeting attended independent of a Board meeting.
During 2001, the Company paid $15,000 in consulting fees to a company of
which Dr. Chu is the chairman.
Under the Company's 1998 Stock Option Plan for Non-Employee Directors, on
June 1, 2001 Mr. Brown, Dr. Chu and Mr. Wrinn each received an option to
purchase 1,000 shares of BTU Common Stock with an exercise price equal to the
fair market value of the stock on that date ($6.01 per share). These options
become
2
exercisable with respect to one-fourth of the shares on each of the first four
anniversaries of the date of grant, and expire seven years from the date of
grant.
The Audit Committee in 2001 was comprised of David A.B. Brown (Chairman),
J. Chuan Chu and Joseph F. Wrinn, who are not employees of the Company and may
be considered to be independent directors. The Committee held two meetings
during 2001. The Committee recommends to the Board of Directors the independent
public accountants to be engaged by the Company; reviews with the independent
public accountants and management the Company's internal accounting procedures
and controls; and reviews with the independent public accountants the scope and
results of the auditing engagement.
The Stock Option and Compensation Committee was comprised in 2001 of David
A.B. Brown (Chairman), J. Chuan Chu and Joseph F. Wrinn. The Committee
administers the Company's stock option and compensation plans and provides
recommendations to the Board of Directors regarding compensation matters. The
Committee held one meeting during 2001.
The Company has no nominating committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's directors, its officers and any persons holding more than ten percent
of the Company's Common Stock are required to report to the Securities and
Exchange Commission their holdings of and transactions in the Common Stock of
the Company. Specific due dates for these reports have been established, and the
Company is required to report in this proxy statement any failure during 2001 to
file by these dates. The Company's directors, officers and ten percent holders
satisfied all of these filing requirements for 2001. In making these statements,
the Company has relied on the written representations of its directors, officers
and ten percent holders and copies of the reports that they have filed with the
Commission and the Company.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth certain information regarding beneficial
ownership as of March 28, 2002 of the Company's Common Stock (i) by each person
known by the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) by each of the Company's directors and nominees, (iii) by each
executive officer of the Company and (iv) by all directors and executive
officers of the Company as a group.
<Table>
<Caption>
COMMON STOCK
BENEFICIALLY OWNED(1)
-----------------------
NUMBER OF PERCENT OF
SHARES CLASS
--------- ----------
DIRECTORS AND EXECUTIVE OFFICERS
Paul J van der Wansem(2).................................... 1,786,123 24.7%
David A.B. Brown(3)......................................... 11,200 *
J. Chuan Chu(3)............................................. 10,190 *
Joseph F. Wrinn(3).......................................... 6,033 *
Thomas P. Kealy(4).......................................... 31,680 *
James M. Griffin(4)......................................... 26,500 *
All directors and executive officers as a group (6
persons)(5)............................................... 1,871,726 25.8%
</Table>
3
<Table>
<Caption>
COMMON STOCK
BENEFICIALLY OWNED(1)
-----------------------
NUMBER OF PERCENT OF
SHARES CLASS
--------- ----------
5% BENEFICIAL OWNERS
FMR Corp.(6)
82 Devonshire Street
Boston, MA 02109.......................................... 691,600 9.6%
Dimensional Fund Advisors Inc.(7)
1299 Ocean Avenue
Santa Monica, CA 90401.................................... 534,400 7.4%
</Table>
- ---------------
* Less than one percent
(1) Except as otherwise noted, each person or entity named in the table has sole
voting and investment power with respect to all shares of Common Stock shown
as beneficially owned by him or it.
(2) Includes: (i) 100,000 shares of Common Stock held by trusts, of which Mr.
van der Wansem is a trustee, for the benefit of certain members of Mr. van
der Wansem's family (Mr. van der Wansem disclaims beneficial ownership in
the shares held in these trusts); (ii) 12,223 shares held in a family
limited partnership, in which Mr. van der Wansem is a general partner and a
limited partner; (iii) 86,050 shares held by Mrs. van der Wansem, of which
Mr. van der Wansem disclaims beneficial ownership; and (iv) 115,350 shares
for Mr. van der Wansem represented by options exercisable within 60 days of
the record date.
(3) Includes 8,007 shares for Mr. Brown, 4,783 for Dr. Chu and 5,033 for Mr.
Wrinn represented by options exercisable within 60 days of the record date.
(4) Includes 18,650 shares for Mr. Kealy and 26,500 for Mr. Griffin represented
by options exercisable within 60 days of the record date.
(5) Includes 178,323 shares represented by options, which are exercisable within
60 days of the record date.
(6) According to information filed on January 10, 2002 with the Securities and
Exchange Commission in a report on Schedule 13G, each of Edward C. Johnson
3d, Abigail P. Johnson, FMR Corp., through its wholly owned subsidiary
Fidelity Management & Research Company ("Fidelity"), and the Fidelity Low-
Priced Stock Fund ("the Fund") has sole power to dispose of the 691,600
shares owned by the Fund. Fidelity carries out voting of the shares under
written guidelines established by the Fund's Board of Trustees.
(7) According to information filed on February 12, 2002 with the Securities and
Exchange Commission in a report on Schedule 13G, Dimensional Fund Advisors
Inc. ("Dimensional") has sole power to dispose of the 534,400 shares owned
by registered investment companies, commingled group trusts and separate
accounts. Dimensional carries out voting of the shares under written
guidelines established by Dimensional's Board of Directors.
4
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid to or accrued on behalf of the persons who on December 31, 2001 were the
chief executive officer and the two other most highly paid executive officers of
the Company (the "Named Executive Officers"), for services to the Company for
the years 1999, 2000 and 2001.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION SECURITIES
-------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(1)
- --------------------------- ---- --------- -------- ------------ ------------------
Paul J. van der Wansem.............. 2001 273,726 0 48,700 44,981
Chairman and 2000 288,077 212,400 45,000 40,488
Chief Executive Officer 1999 273,848 222,752 45,000 36,653
Thomas P. Kealy..................... 2001 106,865 0 10,900 2,672
Vice President, Corporate
Controller 2000 111,312 34,050 7,000 2,475
and Chief Accounting Officer 1999 105,597 35,775 5,000 2,112
James M. Griffin(2)................. 2001 138,720 0 16,000 3,000
Vice President of Sales -- 2000 153,645 28,800 42,000 1,469
Americas 1999 113,175 1,765 8,000 1,469
</Table>
(1) Consists of Company contributions to individual 401(k) plans and, in the
case of Mr. van der Wansem, payment for life insurance.
(2) Salary includes commission compensation, which is variable, based on sales.
OPTION GRANTS IN 2001
The following table sets forth information with respect to options granted
to the Named Executive Officers during 2001.
<Table>
<Caption>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------
GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---------- ------------ --------- ---------- --------- ---------
Paul J. van der Wansem......... 45,000 14.1% $3.10 10/05/06 $38,541 $85,166
3,700 1.2% $3.10 10/05/04 $ 1,808 $ 3,797
Thomas P. Kealy................ 9,000 2.8% $3.10 10/05/06 $ 7,708 $17,033
1,900 0.6% $3.10 10/05/04 $ 928 $ 1,950
James M. Griffin............... 15,000 4.7% $3.10 10/05/06 $12,847 $28,389
1,000 0.3% $3.10 10/05/04 $ 489 $ 1,026
</Table>
5
The table below sets forth information with respect to the exercise of
options during 2001 and the aggregate value on December 31, 2001 of options held
by the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUE
<Table>
<Caption>
NUMBER OF (1)
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON DECEMBER 31, 2001 DECEMBER 31, 2001
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED($) UNEXERCISABLE(#) UNEXERCISABLE($)
- ---- ----------- ------------ ----------------- -----------------
Paul J. van der Wansem........... 0 0 115,350/125,350 119,544/90,274
Thomas P. Kealy.................. 0 0 18,650/ 20,350 21,096/16,434
James M. Griffin................. 0 0 18,500/ 52,100 5,860/20,944
</Table>
- ---------------
(1) Value is based on the closing sales price of the Company's Common Stock on
December 31, 2001, the last trading day of 2001 ($4.34), less the applicable
option exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Brown, Chu, and Wrinn, none of whom is or was an executive officer
of the Company during 2001, served on the Compensation Committee.
STOCK OPTION REPRICING
The following table sets forth information concerning the repricing of
stock options, which occurred on September 29, 1998. This repricing was offered
to all employees, with a new four year vesting schedule and five-year expiration
for all repriced options. The table below sets forth information regarding
repriced options held by the Named Executive Officers.
STOCK OPTION REPRICING
<Table>
<Caption>
NUMBER OF
SECURITIES MARKET PRICE EXERCISE LENGTH
UNDERLYING OF STOCK AT PRICE AT NEW OF TERM
DATE OF OPTIONS TIME OF TIME OF EXERCISE REPRICED
NAME AND POSITION REPRICING REPRICED REPRICING REPRICING PRICE OPTIONS
- ----------------- --------- ---------- ------------ --------- -------- --------
Paul J. van der Wansem......... 9/29/98 12,000 $2.875 $4.88125 $2.875 5 Years
President and 9/29/98 50,000 $2.875 $3.75000 $2.875 5 Years
Chief Executive Officer 9/29/98 40,000 $2.875 $4.31250 $2.875 5 Years
Thomas P. Kealy................ 9/29/98 5,000 $2.875 $4.43750 $2.875 5 Years
Vice President 9/29/98 8,000 $2.875 $3.75000 $2.875 5 Years
Corporate Controller 9/29/98 5,000 $2.875 $4.31250 $2.875 5 Years
Chief Accounting Officer
James M. Griffin............... 9/29/98 2,500 $2.875 $4.43750 $2.875 5 Years
Vice President of 9/29/98 3,000 $2.875 $3.75000 $2.875 5 Years
Sales -- Americas 9/29/98 2,500 $2.875 $4.31250 $2.875 5 Years
</Table>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee has submitted the following report:
In February 2001 the Compensation Committee, in connection with a meeting
of the Board of Directors approved the continuation of the Management Incentive
Compensation Plan that was adopted in 1996. This plan provides for the payment
to executives of the Company a cash bonus based on attaining certain goals.
6
These goals are based both on an earnings per share target and on the
accomplishment of specific organizational goals.
Operating performance in 2001 resulted in no bonus earnings pursuant to the
Management Incentive Compensation Plan. (See Summary Compensation Table for
actual amounts earned)
The Company has an Incentive Profit Sharing Plan for all eligible
employees. The persons included in the Management Incentive Compensation Plan
are eligible to participate in the Company-wide profit sharing plan, but any
earnings they derive from this plan during the year are deducted from their
bonuses earned under the Management Incentive Compensation Plan.
Due to the significant downturn in the Company's markets during 2001, an
across the board cost reduction program was implemented. Part of this cost
reduction program was a reduction of 10% in the base salary of most key
executives of the Company.
In September 2001 the Compensation Committee approved the issuance of stock
options to all employees, including executive officers. (See Option Grants in
2001 for actual grants to executive officers)
David A.B. Brown, Chairman
J. Chuan Chu
Joseph F. Wrinn
REPORT OF THE AUDIT COMMITTEE
The Audit Committee held two meetings during 2001. The Audit Committee
recommends to the Board of Directors the independent public accountants to be
engaged by the Company; reviews with such auditors and management the Company's
internal accounting procedures and controls; and reviews with such auditors the
audit scope and results of their audit of the consolidated financial statements
of the Company. The Audit Committee adopted its committee charter in April 2001,
a copy of which was filed as part of the 2001 Proxy Statement.
The Audit Committee has reviewed and discussed BTU International, Inc.
audited consolidated balance sheets as of December 31, 2001 and 2000 and the
related consolidated statements of operations, comprehensive income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2001 with BTU International, Inc.'s management. The Audit
Committee has discussed with Arthur Andersen LLP, BTU International Inc.'s
independent accountants the matters required to be discussed by Statement of
Auditing Standards No. 61 (concerning the accounting methods used in the
financial statements).
The Audit Committee has also review with Arthur Andersen LLP the
Independent Standards Board No.1 concerning the matters that may affect the
accountant's independence and has discussed with Arthur Andersen LLP their
independence. Based on the foregoing review and discussion, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in BTU International Inc.'s Form 10K for the year ended December 31,
2001 for filing with the Securities and Exchange Commission.
The Board of Directors, upon recommendation of the Audit Committee,
selected Arthur Andersen LLP as independent auditors of the Company for the year
ending December 31, 2001. The Audit Committee has not yet formally recommended
an independent auditor for the year ending December 31, 2002. We expect that
representatives of Arthur Andersen LLP will be present at the annual meeting.
The following table describes the fees that Arthur Andersen LLP billed to
the Company for the fiscal year ended December 31, 2001. The Audit Committee of
the Board of Directors has considered the effect, if any, that non-audit
services provided by Arthur Andersen LLP have or might have on the continued
independence of Arthur Andersen LLP.
7
<Table>
<Caption>
FINANCIAL SYSTEMS DESIGN AND
AUDIT FEES IMPLEMENTATION FEES TAX FEES OTHER FEES TOTAL FEES
- ---------- ---------------------------- -------- ---------- ----------
$99,500 $ 0 $79,020 $9,000 $187,520
</Table>
David A.B. Brown, Chairman
J. Chuan Chu
Joseph F. Wrinn
COMPARATIVE STOCK PERFORMANCE
The following graph shows the cumulative total return on BTU Common Stock
since December 31, 1996 compared to the Standard & Poors 500 Index and the
Standard & Poors Technology Sector Index. Historical stock price performance is
not necessarily indicative of future performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG BTU INTERNATIONAL, INC., THE S&P 500 INDEX
AND THE S&P TECHNOLOGY SECTOR INDEX
[PERFORMANCE LINE GRAPH]
<Table>
<Caption>
BTU INTERNATIONAL, S & P TECHNOLOGY
INC. S & P 500 SECTOR
------------------ --------- ----------------
Dec 96 100.00 100.00 100.00
Dec 97 172.92 133.36 126.09
Dec 98 100.00 171.47 218.11
Dec 99 191.67 207.56 381.99
Dec 00 254.17 188.66 229.38
Dec 01 144.67 166.24 174.89
</Table>
* $100 INVESTED ON 12/31/96 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
AUDIT MATTERS
Arthur Andersen LLP has examined the financial statements of the Company
for the year ended December 31, 2001. A representative of Arthur Andersen LLP is
expected to be present at the Annual Meeting and will be afforded the
opportunity to make a statement and to respond to appropriate questions from
stockholders.
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted for consideration at the Annual Meeting
of Stockholders in 2003 must be received by the Company no later than December
17, 2002.
8
OTHER BUSINESS
The Board of Directors knows of no business that will come before the
meeting for action except as described in the accompanying Notice of Annual
Meeting of Stockholders. However, as to any such business, the persons
designated as proxies will have discretionary authority to act in their best
judgment.
FORM 10-K
A COPY OF BTU'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS PROVIDED TO YOU CONCURRENTLY WITH THIS PROXY STATEMENT.
9
DETACH HERE
PROXY
ANNUAL MEETING OF BTU INTERNATIONAL, INC.
MAY 17, 2002
The undersigned hereby constitutes and appoints Paul J. van der Wansem and
Thomas P. Kealy, or either of them with full power of substitution to each,
proxies to vote and act at the Annual Meeting of Stockholders on May 17, 2002
at 10:00 a.m., and at any adjournments thereof, upon and with respect to the
number of shares of Common Stock of the company as to which the undersigned may
be entitled to vote or act. The undersigned instructs such proxies, or their
substitutes, to vote in such manner as they may determine on any matters which
may come before the meeting, all as indicated in the accompanying Notice of
Meeting and Proxy Statement, receipt of which is acknowledged, and to vote on
the following as specified by the undersigned. All proxies heretofore given by
the undersigned in respect of said meeting are hereby revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Unless
otherwise specified in the boxes provided on the reverse side hereof, the proxy
will be voted IN FAVOR of all nominees for director and in the discretion of the
named proxies as to any other matter that may come before this meeting or any
adjournment thereof.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
BTU INTERNATIONAL, INC.
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
PLEASE DO NOT FOLD THIS PROXY.
1. To fix the number of Directors for the ensuing year at (4) and to
elect the following (4) Directors.
NOMINEES: (01) Paul J. van der Wansem, (02) David A. B. Brown
(03) J. Chuan Chu, and (04) Joseph F. Wrinn
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ]_________________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name(s) appear hereon. When signing as attorney,
executor, administrator, trustee, or guardian, please sign your full title as
such. Each joint owner should sign.
Signature:________________ Date:_______ Signature:________________ Date:_______