United States
Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FiberCore, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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FIBERCORE, INC.
253 WORCESTER ROAD
P.O. BOX 180
CHARLTON, MASSACHUSETTS 01507
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 27, 2000
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The Annual Meeting of Shareholders of FiberCore, Inc. (the "Company")
will be held at the Seaport Hotel, (The World Trade Center), 164 Northern Ave.,
Boston, Massachusetts 02210 on Thursday, July 27, 2000, at 9:00 A.M., Eastern
Daylight Time, for the following purposes:
1. To elect two Class III directors for a three year term
expiring at the annual meeting in 2003;
2. To consider and take action on the approval of the Company's
2000 Long-Term Incentive Stock Plan;
3. To consider and take action on the ratification of selection
of Deloitte & Touche LLP as the Company's independent
certified public accountants for 2000;
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record at the close of business on May 31, 2000
will be entitled to receive notice of and to vote at the meeting.
Shareholders are cordially invited to attend the meeting in person.
However, whether or not you expect to attend, we urge you to read the
accompanying Proxy Statement and then complete, sign, date and return the
enclosed proxy card in the enclosed postage-prepaid envelope. It is important
that your shares are represented at the meeting, and your promptness will assist
us to prepare for the meeting and to avoid the cost of a follow-up mailing. If
you receive more than one proxy card because you own shares registered in
different names or at different addresses, each proxy card should be completed
and returned.
Sincerely,
/s/ Charles De Luca
-------------------
Charles De Luca
Secretary
Charlton, Massachusetts
June 19, 2000
1
FIBERCORE, INC.
253 WORCESTER ROAD
P.O. BOX 180
CHARLTON, MASSACHUSETTS 01507
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 27, 2000
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GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of FiberCore, Inc.
(the "Company") in connection with the solicitation by the Board of Directors of
the Company of proxies for use at its Annual Meeting of Shareholders (the
"Meeting"). The Meeting is scheduled to be held on Thursday, July 27, 2000, at
9:00 A.M., Eastern Daylight Time, at the Seaport Hotel, (The World Trade
Center), 164 Northern Ave., Boston, Massachusetts 02210, and at any and all
adjournments thereof. It is anticipated that the mailing to shareholders of this
Proxy Statement and the enclosed form of proxy will commence on or about June
19, 2000.
At the Meeting, shareholders will be asked to vote upon: (1) the
election of two Class III directors for a three year term; (2) a proposal to
adopt the Company's 2000 Long-Term Incentive Stock Plan; (3) the ratification of
the selection of independent certified public accountants for 2000; and (4) such
other business as may properly come before the Meeting and any and all
adjournments thereof.
VOTING RIGHTS AND VOTES REQUIRED
The close of business on May 31, 2000 has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to receive
notice of and to vote at the Meeting. As of the close of business on such date,
the Company had outstanding and entitled to vote 50,317,418 shares of common
stock, par value $.001 per share ("Common Stock").
A majority of the outstanding shares of the Common Stock must be
represented in person or by proxy at the Meeting in order to constitute a quorum
for the transaction of business. The record holder of each share of the Common
Stock entitled to vote at the Meeting will have one vote for each share so held.
Proxies submitted by brokers that do not indicate a vote for one or more of the
proposals because the holders do not have discretionary voting authority and
have not received instructions from the beneficial owners on how to vote on
those proposals are called "broker non-votes."
There are differing shareholder vote requirements for the various
proposals. Directors will be elected by a plurality of the votes cast at the
Meeting, meaning the two nominees receiving the most votes will be elected
directors. Only votes cast for a nominee will be counted, except that the
accompanying proxy will be voted for the 2 management nominees unless the proxy
contains instructions to the contrary. Abstentions, broker non-votes and
instructions on the accompanying proxy to withhold authority to vote for one or
more of the nominees will result in those nominees receiving fewer votes.
However, such action will not reduce the number of votes otherwise received by
the nominee.
The approval of the Company's 2000 Long-Term Incentive Stock Plan
requires an affirmative vote of a majority of the shares present in person or by
proxy and entitled to vote at the Meeting. For this proposal, an abstention will
have the same effect as a vote against the proposal. Broker non-votes will not
be voted for or against the proposal and will not be counted as entitled to
vote.
Finally, ratification of the auditors requires that the number of votes
cast for ratification exceed those cast against ratification. Abstentions and
broker non-votes will have no effect on this vote.
2
VOTING OF PROXIES
If the accompanying proxy is properly executed and returned, the shares
represented by the proxy will be voted at the Meeting as specified in the proxy.
If no instructions are specified, the shares represented by any properly
executed proxy will be voted FOR the three proposals.
REVOCATION OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by a
shareholder at any time before it is exercised. A proxy may be revoked by a
writing, by a valid proxy bearing a later date delivered to the Company or by
attending the Meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the cost of this solicitation, including amounts
paid to banks, brokers and other record owners to reimburse them for their
expenses in forwarding solicitation material regarding the Meeting to beneficial
owners of the Common Stock. The solicitation will be by mail, with the material
being forwarded to the shareholders of record and certain other beneficial
owners of the Common Stock by the Company's officers and other regular employees
(at no additional compensation). Such officers and employees may also solicit
proxies from shareholders by personal contact, by telephone or by telegraph if
necessary in order to assure sufficient representation at the Meeting.
Mr. Michael J. Beecher, Chief Financial Officer, will receive and
tabulate proxies and act as inspector of election for the Meeting.
1. ELECTION OF DIRECTORS
At the Meeting, two directors are to be elected to serve as follows:
two Class III directors for a three year term expiring at the annual meeting in
2003; and in each case until their successors are elected and qualified. The
Board currently consists of five members.
The two persons designated by the Board of Directors as nominees for
election as directors at the Meeting are: Dr. Mohd A. Aslami and Mr. Charles De
Luca.
Unless a contrary direction is indicated, it is intended that proxies
received will be voted for the election as directors of the two nominees. In the
event any nominee for director declines or is unable to serve, the proxies may
be voted for a substitute nominee selected by the Board of Directors. The Board
expects that each nominee named in the following table will be available for
election.
3
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES
Information about the nominees is set forth immediately below.
Nominees for Director for three year term ending in 2003
Name of Position with Company or Principal Year First Elected
Nominee Occupation a Director
- ------- ---------- ----------
Dr. Mohd A. Aslami Chairman of the Board of Directors 1993
President and Chief Executive Officer
Charles De Luca Director, Secretary and Managing 1993
Director of FiberCore Jena GmbH
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information with respect to each
person who was an executive officer, director, or nominee for director of the
Company as of December 31, 1999.
Name Age Position
---- --- --------
Mohd A. Aslami 53 Chairman of the Board of Directors,
President, Chief Executive Officer, and
Chief Technology Officer of the Company
Charles De Luca 62 Director, Secretary and Managing Director
of FiberCore Jena GmbH ("FCJ"), the
Company's wholly owned subsidiary
Michael J. Beecher 55 Chief Financial Officer and Treasurer
Steven Phillips 54 Director
Hedayar Amin-Arsala 58 Director
Javad K. Hassan 59 Director
Dr. Aslami is a co-founder, Chairman of the Board of Directors and Chief
Executive Officer of the Company. Dr. Aslami has served as Chairman of FiberCore
Jena, the Company's wholly-owned subsidiary in Germany, since 1994 and served as
FiberCore Jena's Chief Executive Officer between 1994 to 1999. Dr. Aslami also
co-founded ALT in 1986, and served as its President, Chief Executive Officer and
director from 1986 to 1994. Dr. Aslami received a Ph.D. in chemical engineering
from the University of Cincinnati in 1974.
Mr. De Luca is Managing Director of FiberCore Jena GmbH and is a co-founder and
director of the Company. Mr. De Luca also co-founded and became an Executive
Vice President and director of ALT in 1986. Mr. De Luca received his MBA in
marketing and business management from St. Johns University in 1974.
Mr. Beecher became Chief Financial Officer of the Company in April 1996. Mr.
Beecher was the Vice President/Treasurer and Chief Financial Officer at the
University of Bridgeport from 1989 through 1995. Mr. Beecher is a Certified
Public Accountant and is a member of the American Institute of Certified Public
Accountants.
4
Mr. Phillips became a director of the Company in May 1995 and became a director
of ALT in 1989. In addition to his consulting activities for the Company, Mr.
Phillips also serves as a director and financial advisor for several companies
through his company, One Financial Group Incorporated. Until recently, he served
as interim Chief Financial Officer for a start-up internet company, and, for
five years as Chief Financial Officer of The Winstar Government Securities
Company L. P., a registered U.S. Government securities dealer which he
co-founded. Since August 1987, Mr. Phillips has served as a director, Secretary
and Chief Financial Officer of James Money Management, Inc., a private
investment company.
Mr. Amin-Arsala, who became a director of the Company in 1999, has held various
senior positions with the World Bank for 18 years. He was in charge of World
Bank operations in countries of East and South Asia, retiring in 1987. He served
as the Minister of Finance for the Afghan Interim Government from 1989 to 1992,
and Minister of Foreign Affairs for Afghanistan from 1993 to 1996. Since 1996,
Mr. Amin-Arsala has acted in an advisory capacity to the United Nations and the
United States Agency for International Development and has served a number of
governmental and non-governmental humanitarian organizations.
Mr. Hassan, who became a director of the Company in 1999, joined AMP
Incorporated (now Tyco Electronics Corporation "TEC") in 1988 as Vice President
Technology and in 1993 was appointed Corporate Vice President, Strategic
Businesses, later renamed Global Interconnect Systems Business ("GISB") where he
pioneered and deployed a new strategy to take Tyco from a connector company to a
global interconnection systems and solutions organization. He was named
President of GISB in 1993. After retiring from Tyco in 1998, Mr. Hassan founded
and is Chairman and CEO of NeST (Network Systems and Technologies) a provider of
software, systems and electronics design and manufacturing with over 2000
employees. He is Chairman of AM Communications, a public company providing
broadband network monitoring and management systems to cable TV operators, and
General Partner to MESA (Middle East and Southeast Asia) Venture Capital Fund
for targeted investments in US based technology companies. He is a member of the
board of several companies and currently serves as Chairman of the Eletronic
Development Commission for the Government of Kerala in India. Mr. Hassan
received a B.S.M.E. degree from Kerala University in 1962, a Masters of
Materials Science degree from the University of Bridgeport, Connecticut in 1968
and was elected IEEE Fellow, Institute of Electrical and Electronics Engineers
in 1986.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held five (5) meetings during 1999. Each
director attended or participated in 75% of the aggregate of meetings held and
actions taken in 1999 by the Board of Directors.
COMMITTEES OF THE BOARD
In April 2000 the Board of Directors established both an Audit
Committee and Compensation Committee. The board members participating in each of
the committees are Hedayat Amin-Arsala and Javad K. Hassan. Neither committee
met in 1999. In 1999 the Board of Directors, as a whole, performed the functions
of the committees.
DIRECTORS' FEES
The Company maintains a compensation plan for outside directors,
(directors who are not employees of the Company), wherein each outside director
receives an initial award of 10,000 non-qualified stock options and thereafter,
a grant of 5,000 non-qualified options for each year of service. In addition,
outside directors receive a fee of $10,000 per year, payable quarterly, and $250
for each Board of Directors meeting or Committee of the Board meeting attended.
In 1999 Steven Phillips, Javad K. Hassan and Hedayat Amin-Arsala each received
an option to purchase 53,333 shares of common stock in lieu of fees. The options
are exercisable at a price of $0.1875 per share (which was the closing price on
the OTC Bulletin Board of the Company's Common Stock on the grant date) and
expire December 31, 2009.
5
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules thereunder, the Company's executive officers and
directors are required to file with the Securities and Exchange Commission and
the National Association of Securities Dealers, Inc. reports of ownership and
changes in ownership of Common Stock. Copies of such reports are required to be
furnished the Company. Based solely on review of the copies of such reports
furnished to the Company, or written representations that no other reports were
required, the Company believes that during the year ended December 31, 1999 all
of its executive officers and directors complied with the requirements of
Section16(a), except that: Dr. Mohd Aslami, an officer and director of the
Company, did not timely file the annual Form 5 with respect to his acquisition
of 1,114,644 options to purchase shares of the Company and did not timely report
the acquisition by his wife of 1,271,676 shares issued on conversion of a loan
in December 1999; Mr. Charles De Luca, an officer and director of the Company,
did not timely file the annual Form 5 with respect to his acquisition of 515,296
options to purchase shares of the Company and did not timely report the
acquisition by his wife of 1,271,676 shares issued on conversion of a loan in
December 1999; and, Mr. Michael Beecher, an officer of the Company, did not
timely file the annual Form 5 with respect to his acquisition of 408,972 options
to purchase shares of the Company. Mr. Hedayat Amin-Arsala, a director of the
Company, did not timely file the annual Form 5 with respect to his acquisition
of 54,666 options to purchase shares of the Company and did not timely report
his acquisition of 1,488,243 shares on conversion of a loan in December 1999.
Mr. Javad K. Hassan, a director of the Company, did not file the annual Form 5
with respect to his acquisition of 53,833 options to purchase shares of the
Company.
2. PROPOSAL TO ADOPT THE COMPANY'S 2000 LONG-TERM INCENTIVE STOCK PLAN
GENERAL
The Board is proposing for shareholder approval the Company's 2000
Long-Term Incentive Stock Plan (the "2000 Plan"). The Company does not currently
have in effect any employee equity plans. The primary purposes of the 2000 Plan
are (i) to promote the interests of the Company and its shareholders by
strengthening the Company's ability to attract and retain highly competent
individuals to serve as officers and other key employees and (ii) to provide a
means to encourage stock ownership and proprietary interest by such persons in
the Company. Under the 2000 Plan, the Company may grant stock options, stock
appreciation rights ("SARs"), or stock awards, as discussed in greater detail
below. Awards may be granted singly, in combination, or in tandem and may be
evidenced by an agreement that sets forth the terms, conditions, and limitations
of such award. Awards may also be made in combination or in tandem with, in
replacement of, as alternatives to, or as the payment form for, grants or rights
under any other compensation plan of the Company, including the plan of any
entity acquired by (or whose assets are acquired by) the Company. All employees
of the Company and its subsidiaries are eligible to participate in the 2000
Plan. Reference is made to Exhibit A to this Proxy Statement for the complete
text of the 2000 Plan, which is summarized below.
DESCRIPTION OF THE 2000 PLAN
Administration
The 2000 Plan will be administered by the Compensation Committee of the
Board of Directors (the "Committee"), which Committee shall consist of at least
two members, all of whom shall be "Non-Employee Directors" within the meaning of
Rule 16b-3 under the Exchange Act and "outside directors" within the meaning of
Section 162(m) of the Internal Revenue Code of 1986 (the "Code").
The 2000 Plan is intended to provide participants with stock-based
incentive compensation that is not subject to the deduction limitations under
Section 162(m) of the Code. Section 162(m) of the Code generally limits to $1
million the amount that a publicly held corporation is allowed each year to
deduct for the compensation paid to its chief executive officer and four most
highly compensated executive officers other than the chief executive officer.
However, "qualified performance-based compensation" is not subject to the $1
million deduction limit. To qualify as qualified performance-based compensation,
the following requirements must be satisfied: (i) the performance goals are
determined by a committee consisting solely of two or more "outside directors;"
(ii) the material terms under which the compensation is to be paid, including
the performance goals, are approved by a majority of the corporation's
shareholders; and (iii) if applicable, the committee certifies that the
applicable performance goals were satisfied before payment of any
performance-based compensation is made. As noted above, the Committee will
consist solely of "outside directors" for purposes of Section 162(m) of the
Code. As a result, and based on regulations issued by the United States
Department of the Treasury, certain compensation under the 2000 Plan, such as
that payable with respect to stock options and SARs (Stock Appreciation Right),
is not expected to be subject to the $1 million deduction limit, but other
compensation payable under the 2000 Plan, such as any restricted stock award
which is not subject to a performance condition to vesting, may be subject to
such limit.
6
Subject to the express provisions of the 2000 Plan, the Committee will
have broad authority to administer and interpret the 2000 Plan as it deems
necessary and appropriate. This authority includes, but is not limited to,
selecting award recipients, establishing award terms and conditions, adopting
procedures and regulations governing awards, and making all other determinations
necessary or advisable for the administration of the 2000 Plan. The Committee
may provide for the transferability of an award, including transfers to
immediate family members of a participant. Except with respect to grants to
persons who are subject to Section 16 of the Exchange Act, or who are or are
likely to be "covered employees" within the meaning of Section 162(m) of the
Code, the Committee may delegate some or all of its authority to administer the
2000 Plan to the Chairman and Chief Executive Officer or another executive
officer of the Company.
Available Shares
The 2000 Plan authorizes the issuance, in the aggregate, of up to
7,500,000 shares of Common Stock, which may be unissued shares or treasury
shares; provided, that the number of shares subject to awards that are granted
in substitution of awards issued by an entity acquired by (or whose assets are
acquired by) the Company will not reduce the number of shares available under
the 2000 Plan. To the extent shares subject to outstanding awards under the 2000
Plan are not issued by reason of the expiration, termination, cancellation, or
forfeiture of such award or by reason of the tendering or withholding of shares
of Common Stock to pay all or a portion of the purchase price, or to satisfy all
or a portion of the tax withholding obligations relating to such award, and to
the extent shares acquired pursuant to the exercise of an option or other award
are repurchased by the Company, then such shares of Common Stock will again be
available under the 2000 Plan. In the event of a stock dividend, stock split,
merger, consolidation, recapitalization, spin-off, or other similar change or
event, the number of available shares may be adjusted, as the Committee in its
discretion deems appropriate.
The maximum number of shares of Common Stock for which awards may be
granted to any person in any fiscal year is 250,000. The Board of Directors may
amend this limitation.
Change of Control
The Committee may make appropriate adjustments (including acceleration
of vesting and settlements of or substitutions for awards) in the event that (i)
a person (subject to certain exceptions) becomes the beneficial owner of 50% or
more of the voting power of the Company's outstanding stock which may be voted
on all matters submitted to shareholders generally, (ii) individuals who
immediately after the Annual Meeting constitute the Board of Directors, and any
new director whose nomination for election or election is recommended or
approved by a majority of the directors who were directors immediately after the
Annual Meeting or whose nomination or election was previously so recommended or
approved, cease to constitute a majority of the Board of Directors, or (iii) the
shareholders approve a reorganization, merger, or consolidation or the Company
sells or disposes of all or substantially all of its property and assets (unless
the Company's shareholders receive 50% or more of the voting power of the
resulting entity) or the Company liquidates or dissolves, or in contemplation of
any such event.
Effective Date, Termination and Amendment
If approved by shareholders, the 2000 Plan will become effective as of
the date of such approval. No stock options, SARs or other awards may be granted
under the 2000 Plan after June 14, 2010, which is the day before the tenth
anniversary of the date of the 2000 Plan's adoption by the Board of Directors.
The Board of Directors may amend the 2000 Plan at any time, subject to any
requirement of shareholder approval required by applicable law, rule or
regulation and provided that no amendment may be made without shareholder
approval if such amendment would (i) increase the maximum number of shares of
Common Stock available under the 2000 Plan or (ii) effect any change
inconsistent with Section 422 of the Code.
7
Stock Options
A stock option represents the right to purchase a specified number of
shares of Common Stock during a specified period, typically up to ten years, as
determined by the Committee. The purchase price per share for each stock option
may not be less than 100% of the fair market value on the date of grant;
provided, that a stock option granted in substitution of an award granted by an
entity acquired by (or whose assets are acquired by) the Company may be granted
with a purchase price that preserves the economic value of the award and with
respect to a stock option granted retroactively in substitution for an option or
SAR, the purchase price per share may be the fair market value on the grant date
of the option or SAR. A stock option may be in the form of an incentive stock
option or a non-qualified stock option. In the case of an incentive stock option
granted to an optionee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or its parent or subsidiaries, as defined in the Code, the exercise
price per share may not be less than 110% of the fair market value on the date
of grant and the option may not be exercisable more than five years after the
date granted. The shares covered by a stock option may be purchased, in
accordance with the applicable award agreement, by cash payment or other method
permitted by the Committee, including (i) tendering shares of Common Stock, (ii)
authorizing third party exercise transactions, or (iii) any combination of the
above.
SARs
An SAR represents a right to receive a payment, in cash, shares of
Common Stock, or a combination thereof, equal to the excess of the fair market
value of a specified number of shares of Common Stock on the date the SAR is
exercised over the fair market value of such shares on the date the SAR was
granted. However, if an SAR is granted retroactively in substitution for a stock
option, the fair market value may be the fair market value on the date the stock
option was granted. The Committee may grant SARs alone or together with stock
options.
Stock Awards
A stock award represents an award made in or valued, in whole or in
part, by reference to shares of Common Stock. All or part of a stock award may
be payable in shares of Common Stock and may be subject to conditions and
restrictions established by the Committee. Such conditions may include, but are
not limited to, continuous service with the Company and its subsidiaries and/or
the achievement of performance goals. The performance criteria that may be used
by the Committee in granting stock awards contingent on performance goals
consist of total shareholder return, net sales, operating income, income before
taxes, net income, net income per share (basic or diluted), profitability as
measured by return ratios, including return on invested capital, return on
equity and return on investment, cash flows, market share, or cost reduction
goals. The Committee may select one criterion or multiple criteria for measuring
performance, and the measurement may be based on Company or business unit
performance, or on comparative performance with other companies.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain federal income tax
consequences generally arising with respect to awards under the 2000 Plan.
A participant will not recognize taxable income at the time a stock
option is granted and the Company will not be entitled to a tax deduction at
such time. A participant will recognize compensation taxable as ordinary income
(and subject to income tax withholding) upon exercise of a non-qualified stock
option equal to the excess of the fair market value of the shares purchased over
their exercise price, and the Company will be entitled to a corresponding
deduction, except to the extent the deduction limits of reasonable compensation
and Section 162(m) of the Code apply. A participant will not recognize income
(except for purposes of the alternative minimum tax) upon exercise of an
incentive stock option. If the shares acquired by exercise of an incentive stock
option are held for the longer of two years from the date the stock option was
granted and one year from the date it was exercised, any gain or loss arising
from a subsequent disposition of such shares will be taxed as long-term capital
gain or loss, and the Company will not be entitled to any deduction. If,
however, such shares are disposed of within the above-described period, then in
the year of such disposition the participant will recognize compensation taxable
as ordinary income equal to the excess of the lesser of (i) the amount realized
upon such disposition and (ii) the fair market value of such shares on the date
of exercise over the exercise price, and the Company will be entitled to a
corresponding deduction.
A participant will not recognize taxable income at the time SARs are
granted and the Company will not be entitled to a tax deduction at such time.
Upon exercise, the participant will recognize compensation taxable as ordinary
income (and subject to income tax withholding) in an amount equal to the fair
market value of any shares delivered and the amount of cash paid by the Company.
This amount will be deductible by the Company as compensation expense, except to
the extent the deduction limits of reasonable compensation and Section 162(m) of
the Code apply.
8
A participant will not recognize taxable income at the time restricted
stock is granted and the Company will not be entitled to a tax deduction at such
time, unless the participant makes an election to be taxed at such time. If such
election is not made, the participant will recognize compensation taxable as
ordinary income (and subject to income tax withholding) at the time the
restrictions lapse in an amount equal to the excess of the fair market value of
the shares at such time over the amount, if any, paid for such shares. The
amount of ordinary income recognized by making the above-described election or
upon the lapse of restrictions will be deductible by the Company as compensation
expense, except to the extent the deduction limits of reasonable compensation
and Section 162(m) of the Code apply. In addition, a participant receiving
dividends with respect to restricted stock for which the above-described
election has not been made and prior to the time the restrictions lapse will
recognize compensation taxable as ordinary income (and subject to income tax
withholding), rather than dividend income, in an amount equal to the dividends
paid and the Company will be entitled to a corresponding deduction, except to
the extent the deduction limits of reasonable compensation and Section 162(m) of
the Code apply.
A participant will recognize compensation taxable as ordinary income
(and subject to income tax withholding) at the time bonus stock (i.e., stock not
subject to restriction) is granted in an amount equal to the then fair market
value of such stock. This amount will be deductible by the Company as
compensation expense, except to the extent the deduction limits of reasonable
compensation and Section 162(m) of the Code apply.
A participant will not recognize taxable income at the time performance
restricted units (i.e., stock awards which are subject to performance criteria)
are granted and the Company will not be entitled to a tax deduction at such
time. Upon the settlement of units, the participant will recognize compensation
taxable as ordinary income (and subject to income tax withholding) in an amount
equal to the fair market value of any shares delivered and the amount of cash
paid by the Company. This amount will be deductible by the Company as
compensation expense, except to the extent the deduction limits of reasonable
compensation and Section 162(m) of the Code apply.
STOCK PRICE
On the Record Date, the closing price of the Common Stock on the OTC
Bulletin Board was $3.75.
NEW PLAN BENEFITS
As of the date of this Proxy Statement, no awards have been made under
the 2000 Plan. Since awards will be authorized by the Committee in its sole
discretion, it is not possible to determine the benefits or amounts that will be
received by any particular employee or group of employees in the future.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE COMPANY'S
2000 LONG-TERM INCENTIVE STOCK PLAN.
3. RATIFICATION OF THE SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche LLP, independent
certified public accountants, to audit the consolidated financial statements of
the Company and its subsidiaries for 2000. Deloitte & Touche LLP was initially
appointed to audit the Company's financial statements in January 1997 for the
fiscal year ended December 31, 1996.
The Company expects representatives of Deloitte & Touche LLP to attend
the Meeting, to be available to respond to appropriate questions from
shareholders, and to have the opportunity to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FOR 2000.
9
ADDITIONAL INFORMATION
SECURITY OWNERSHIP
The following table sets forth certain information regarding the
ownership of the Common Stock as of May 31, 2000, with respect to (i) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) each executive officer named in the Executive
Compensation Table, (iii) each director of the Company and (iv) all the
directors and executive officers of the Company as a group. Unless otherwise
indicated, each of the shareholders has sole voting and investment power with
respect to the shares beneficially owned.
NAME
AND SHARES %
ADDRESS(1) OWNED OWNED
---------- ----- -----
Mohd Aslami.......................................... 9,584,984 (2) 15.9
Charles De Luca...................................... 6,282,459 (3) 10.4
Steven Phillips...................................... 3,229,087 (4) 5.4
Michael J. Beecher................................... 553,173 (5) .9
Hedayat Amin-Arsala.................................. 2,412,940 (6) 4.0
Javad K. Hassan...................................... 53,333 (7) .1
Tyco Electronics Corp. (formerly AMP) ............... 10,275,829 (8) 17.0
All directors and executive officers
as a group (6 persons)............................. 22,115,976 36.7%
- ------------------------------
(1) The addresses of the persons and entities named in this table are as
follows: Messrs. Aslami, De Luca, Phillips, Beecher, Amin-Arsala and
Hassan, c/o FiberCore, Inc., P. O. Box 180, 253 Worcester Road,
Charlton, MA 01507; Tyco Electronics Corp., 470 Friendship Road,
Harrisburg, PA 17105.
(2) Includes 1,389,158 shares and warrants to purchase 323,082 shares held
by Dr. Aslami's wife, 316,420 shares held by Dr. Aslami's minor child
and 1,587,569 shares held by the Ariana Trust of which Dr. Aslami's
wife is the trustee and his children are beneficiaries. Also includes
1,759,250 options and warrants to purchase shares of the Company and
766,406 shares issuable on conversion of debt.
(3) Includes 2,666,772 shares and warrants to purchase 323,082 shares held
by Elizabeth De Luca, Mr. De Luca's wife. Also includes 835,373 options
and warrants to purchase shares of the Company and 475,582 shares
issuable on conversion of debt.
(4) Includes 1,498,637 options and Warrants and 730,604 shares issuable on
conversion of debt to One Financial Group, Incorporated, a Company
controlled by Mr. Phillips and 200,020 options and warrants.
(5) Includes 463,477 options.
(6) Includes 110,499 shares held by Mr. Amin-Arsala's wife.
(7) Includes options to acquire 53,333 shares to be issued to Mr. Hassan
for his appointment as a director.
(8) Effective May 19, 2000, the Company and Tyco entered into a 24 month
"Standstill Agreement." See Certain Transactions below for information
regarding the Standstill Agreement
10
EXECUTIVE COMPENSATION AND OTHER MATTERS
Following is a summary of the compensation earned and/or paid to the
Company's Chief Executive Officer and its most highly compensated executive
officers for the last three years.
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
- -----------------------------------------------------------------------------------------------------------------------------------
Name and Principal Position Fiscal Year Salary$ Bonus$ Other Annual Restricted Stock Securities
Compensation Award(s)$ Underlying
Options/SARs(#)
- -----------------------------------------------------------------------------------------------------------------------------------
Dr. Mohd Aslami 1999 133,334 --- --- 1,114,644
Chairman, Chief Executive 1998 156,583 --- --- 184,911
Officer & President 1997 146,500 --- --- 359,752
- -----------------------------------------------------------------------------------------------------------------------------------
Charles De Luca 1999 76,761 --- --- 515,296
Managing Director, 1998 97,116 --- --- 106,324
FiberCore Jena GmbH 1997 98,398 --- --- 189,502
- -----------------------------------------------------------------------------------------------------------------------------------
Michael J. Beecher 1999 86,250 --- --- 408,972
Chief Financial Officer 1998 100,000 --- --- ---
& Treasurer 1997 85,000 --- --- 120,000
- -----------------------------------------------------------------------------------------------------------------------------------
Hans Moeller 1999 120,000 --- ---
Former Managing Director, 1998 120,000 --- --- ---
FiberCore Jena GmbH 1997 120,000 --- --- 300,000
- -----------------------------------------------------------------------------------------------------------------------------------
Under an agreement dated October 1, 1998, in 1999 Dr. Aslami, Mr. De Luca and
Mr. Beecher accepted salary reductions of 33.3%, 33.3%, and 25.0%, respectively
and were awarded stock options for these salary reductions to purchase shares of
739,644, 425,296, and 318,972, respectively. The option exercise price is
$0.1875 per share, which was the closing price on the OTC Bulletin Board on the
grant date.
11
STOCK OPTION GRANTS
The Board of Directors has, in the past, granted options to purchase
Common Stock to directors, officers and employees of the Company. Options may be
granted in lieu of cash salary, accrued salary, or as additional incentives. The
Company has no formal stock option plan. The Company may adopt a stock option or
similar plan in the future.
The following table lists the options granted to the executive officers
during the year ended December 31, 1999.
- ------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------------------------------------------
Name Number of % of Total Exercise Expiration Potential Potential realized
Securities Options/ or base Date realized values values at assumed
Underlying SARs price at assumed annual rates of
Options/ Granted to ($/Share) annual rates of stock price
SARs Employees stock price appreciation.
Granted in Fiscal appreciation for for option term
(#) Year option term 10% ($)
5%($)
- ------------------------------------------------------------------------------------------------------------------------------
Dr. Mohd Aslami 739,644 27.5% $0.1875 Oct. 1, 2008 $ 5,893 $ 91,530
375,000 $2.125 Dec. 31, 2009 $501,150 $1,270,014
- ------------------------------------------------------------------------------------------------------------------------------
Charles De Luca 425,296 12.7% $0.1875 Oct. 1, 2008 $ 3,388 $ 52,630
90,000 $2.125 Dec. 31, 2009 $120,276 $304,803
- ------------------------------------------------------------------------------------------------------------------------------
Michael J. Beecher 318,972 10.1% $0.1875 Oct. 1, 2008 $ 2,541 $ 39,472
90,000 $2.125 Dec. 31, 2009 $120,276 $304,803
- ------------------------------------------------------------------------------------------------------------------------------
1) In accordance with Securities and Exchange Commission rules, these
columns show gains that might exist for the respective options,
assuming that the market price of MNI common stock appreciates from the
date of grant over a period of 10 years at the annualized rates of 5%
and 10% , respectively. If the stock price does not increase above the
exercise price at the time of exercise, realized value to the named
executives from these options will be zero.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTIONS/SAR VALUES
The following table lists the options/SARs exercised during the year
and the options/SARs held by the executive officers that were unexercised at
December 31, 1999.
- ------------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of unexercised
Underlying unexercised In-the-money options/SARs at
Shares acquired Value options/SARs at FY-end (#) FY-end ($)
Name on exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------
Dr. Mohd Aslami --- --- 975,398/744,822 $1,585,927/$715,530
- ------------------------------------------------------------------------------------------------------------------------------
Charles De Luca --- --- 554,524/302,648 $896,676/$412,006
- ------------------------------------------------------------------------------------------------------------------------------
Michael J. Beecher --- --- 333,734/249,486 $452,738/$309,004
- ------------------------------------------------------------------------------------------------------------------------------
Hans Moeller --- --- 300,000/0 $289,500/$0
- ------------------------------------------------------------------------------------------------------------------------------
12
CERTAIN TRANSACTIONS
The Company has a consulting agreement with One Financial Group,
Incorporated ("OFG") that provides services as a financial advisor. Mr. Steven
Phillips, a director of the Company, controls of One Financial Group. The
Company incurred costs of $46,000 in each of the years 1998 and 1997 under this
agreement. In 1999, One Financial Group was granted options to purchase common
stock of the Company in lieu of payment for services valued at $94,000.
In April 1995, the Company issued a note to AMP, Incorporated ("AMP")
(the "AMP Note"). The AMP Note was a ten year $5,000,000 convertible note. The
AMP Note was collateralized by the Company's patents, patent applications,
licenses, rights and royalties arising from such patents. The AMP Note was
subject to prepayment on demand in the event the Company was the issuer of
securities to be sold by the Company under an effective registration statement.
On November 27, 1996 AMP converted $3,000,000 of principal plus $540,985 of
accrued interest into 3,058,833 shares of Common Stock of the Company.
In July 1996, AMP entered into a five year supply contract (renewable
at AMP's option for an additional five year period) with the Company whereby AMP
undertook to purchase from the Company at least 50% of AMP's future glass
optical fiber needs. On November 27, 1996, the Company obtained an additional
$3,000,000 loan at an interest rate of prime plus 1%, from AMP to facilitate the
funding of the expansion of the Jena Facility. In exchange AMP received a 10
year note (the "1996 AMP Note") and common stock purchase warrants exercisable
until November 27, 2001. Under the terms of the loan and warrant agreement, on
November 27, 1998 the number of warrants was increased to 2,765,487 and the
warrant exercise price was adjusted to $0.7232 per share. As part of the new
$3,000,000 loan from AMP, Mohd A. Aslami, Charles De Luca, M. Mahmud Awan (a
former director of the Company) and AMP entered into a Voting Agreement (the
"Voting Agreement") pursuant to which they agreed to vote together to elect a
slate of directors to the Board of Directors of the Company.
In May 2000, Tyco, as successor to AMP, and the Company agreed to
significantly revise the terms of their relationship. Under this agreement, Tyco
exercised all of its common stock purchase warrants to purchase 2,765,485 shares
of Common Stock for an aggregate exercise price of $2,000,000, or approximately
$0.72 per share, which sum Tyco paid in cash. The agreement contemplated that
the Company would utilize these funds in connection with its acquisition of a
manufacturing facility in Brazil. In addition, Tyco converted (i) the $2,460,643
in principal and accrued interest owed with respect to the AMP Note into
3,419,977 shares of Common Stock at a conversion price of approximately $0.72
per share and (ii) the $4,131,493 in principal and accrued interest owed with
respect to the 1996 AMP Note into 1,031,532 shares of Common Stock at a
conversion price of approximately $4.01 per share. Upon conversion of the
Company's indebtedness, Tyco released its related liens on the Company's assets.
The Company has agreed to assist Tyco should Tyco wish to sell any of its
FiberCore Common Stock in the future.
As part of the above arrangement, the Company and Tyco terminated the
Voting Agreement. In its place, effective May 19, 2000, the parties entered into
a 24 month "Standstill Agreement." During the term of the Standstill Agreement,
Tyco has agreed that it will not, without the prior consent of the Board of
Directors or of the holders of 66 2/3% of the outstanding Common Stock not owned
by Tyco, seek to effect, directly or indirectly, a change in control of the
Company, nor will it seek to exercise control over the management or policies of
the Company. In addition, Tyco will vote all of its Common Stock in favor of
management's nominees to the Board of Directors, provided such nominees are
reasonably acceptable to Tyco. Both of Messrs. Aslami and DeLuca are reasonably
acceptable to Tyco.
LOANS
During the year 1999, the Company issued notes to Dr. Aslami, Mr. De
Luca and OFG , in the amounts of $192,000, $119,000 and $181,000, respectively,
for previously unpaid salaries, fees and expense. Mr. Phillips, a director of
the Company, controls OFG. The notes bear interest at 8.0% per year and are due
on December 31, 2000. In conjunction with the notes, Dr. Aslami, Mr. De Luca and
OFG were granted warrants to purchase shares of the Company of 161,441, 84,525,
and 150,735, respectively. The warrants have an exercise price of $0.25 per
share which was the closing trading price of the shares at the date of issue and
expire on July 1, 2004. Additionally, the unpaid balance of the notes plus
accrued and unpaid interest are also convertible into shares of the Company at
$0.25 per share, which was the closing trading price of the shares at the date
the notes were issued.
13
During the year, two notes each in the principal amount of $250,000, due the
spouses of Dr. Aslami and Mr. De Luca, matured and were renewed. In conjunction
with the renewal, each lender was granted warrants to purchase 323,082 shares of
the Company at $0.26 per share and the renewed notes included conversion rights
at the same $0.26 per share which was the closing trading price at the date of
issue. In December 1999, these notes were converted into 2,543,352 common shares
of the Company.
Also during 1999, Mr. Amin-Arsala converted a note due him from the
Company in the principal amount of $249,000 into 1,488,243 common shares of the
Company.
The following report of the Board of Directors in the next section and
the performance graph below shall not be deemed to be "soliciting material" or
to be "filed" with the Securities and Exchange Commission (the "Commission") or
subject to Regulations 14A or 14C of the Commission or to the liabilities of
Section 18 of the Exchange Act and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the Exchange Act,
notwithstanding any general incorporation by reference of this Proxy Statement
into any other document.
EXECUTIVE COMPENSATION
The Company has not, as yet, adopted a formal executive compensation
program, although it intends to adopt such program. It is expected that such
plan will reflect the following executive compensation philosophy and contain
the compensation components as described below. Such program may contain all or
some of the components and will be subject to change by the Board of Directors.
COMPENSATION PHILOSOPHY
The Company's mission is to be a significant provider of optical fiber
and optical fiber preforms in the markets it serves. To support this and other
strategic objectives as approved by the Board of Directors and to provide
adequate returns to shareholders, the Company must compete for, attract,
develop, motivate and retain top quality executive talent at the corporate
office and operating business units of the Company during periods of both
favorable and unfavorable world-wide business conditions.
The Company's executive compensation program is a critical management
tool in achieving this goal. "Pay for performance" is the underlying philosophy
for the Company's executive compensation program. The program is designed to
link executive pay to corporate performance, including share price, recognizing
that there is not always a direct and short-term correlation between executive
performance and share price. To align shareholder interests and executive
rewards, significant portions of each executive's compensation will represent
"at risk" pay opportunities related to accomplishment of specific business
goals.
The program will be designed and administered to:
o provide annual and longer term incentives that help focus each
executive's attention on approved corporate business goals the
attainment of which, in the judgment of the Board of
Directors, should increase long-term shareholder value;
o link "at risk" pay with appropriate measurable quantitative
and qualitative achievements against approved performance
parameters;
o reward individual and team achievements that contribute to the
attainment of the Company's business goals; and
o provide a balance of total compensation opportunities,
including salary, bonus, and longer term cash and non-cash and
equity incentives, that are competitive with similarly
situated companies and reflective of the Company's
performance.
14
In seeking to link executive pay to corporate performance, the Board
believes that the most appropriate measure of corporate performance is the
increase in long-term shareholder value, which involves improving such
fundamental quantitative performance measures as revenue, net income, cash flow,
operating margins, earnings per share and return on shareholders' equity. The
Board may also consider qualitative corporate and individual factors which it
believes bear on increasing the long-term value of the Company to its
shareholders. These include (i) the development of competitive advantages, (ii)
the ability to deal effectively with the complexity and globalization of the
Company's businesses, (iii) success in developing business strategies, managing
costs and improving the quality of the Company's products and services as well
as customer satisfaction, (iv) the general performance of individual job
responsibilities, and (v) the introduction of new products, new patents and
other innovations.
COMPONENTS OF EXECUTIVE COMPENSATION PROGRAM
The Company's executive compensation program will consist of (i) an
annual salary, (ii) an annual bonus, (iii) issuance of restricted stock, and
(iv) a long-term incentive represented by stock options. As explained below,
restricted stock and stock options serve to link executive pay to corporate
performance, since the attainment of these awards depends upon meeting the
quantitative and, if applicable, qualitative performance goals which serve to
increase long-term shareholder value.
Salary and bonus. In December of each year, the Board will set the
annual salary for the following year of each executive officer, not subject to
an employment contract, and establish a potential bonus opportunity executives
(even those subject to employment contracts) may earn for each of the
quantitative and, if applicable, qualitative performance goals established by
the Committee. The Board intends to set these targets in the first half of each
year after a detailed review by the Board of the Company's annual operating
budget.
Stock Options and Restricted Stock. The longer-term component of the
Company's executive compensation program will consist of qualified and/or
non-qualified stock option and restricted stock grants. The options generally
permit the option holder to buy the number of shares of Common Stock covered by
the option (an "option exercise") at a price equal to or greater than
eighty-five percent (85%) of the market price of the stock at the time of grant.
Thus, the options generally gain value only to the extent the stock price
exceeds the option exercise price during the life of the option. Generally a
portion of the options vest over a period of time and expire no later than ten
years, and in many cases five years after grant. In addition, in appropriate
circumstances, the Company will award restricted stock to executives. Executives
will generally be subject to limitations in selling the restricted stock
immediately, and therefore will have the incentive to increase shareholder
value.
BASIS OF 1999 COMPENSATION
In 1999, the Company's executive compensation was based on negotiations
with each individual, consistent with what the Board believes was reasonable
given the circumstances of the Company at that time. Under an agreement dated
October 1, 1998, in 1999 Dr. Aslami, Mr. De Luca and Mr. Beecher accepted salary
reductions of 33.3%, 33.3%, and 25.0%, respectively and were awarded stock
options for these salary reductions to purchase shares of 739,644, 425,296, and
318,972, respectively. The option exercise price is $0.1875 per share, which was
the closing price of the Company's Common Stock as of the date of the agreement
and will expire in 2009. Also on December 31, 1999 Dr. Aslami, Mr. De Luca and
Mr. Beecher were awarded options to purchase 375,000, 90,000 and 90,000,
respectively, shares of common stock. The exercise price is $2.125 per share and
will expire in 10 years. No bonuses were awarded for the year 1999.
BASIS OF 2000 COMPENSATION
As indicated in the Company's executive compensation philosophy, a
major factor in the Board's compensation decisions is the competitive
marketplace for senior executives. In setting competitive compensation levels,
the Company will compare itself to a self-selected group of companies of
comparable size (a peer group), market capitalization, technological and
marketing capabilities, performance and global presence with which the Company
competes for executives.
15
PERFORMANCE GRAPH
Set forth below is a graph comparing the monthly change in the
Company's cumulative total shareholder return on its Common Stock from January
14, 1997 (the effective date of the Company's initial registration under Section
12 of the Exchange Act) to December 31, 1999 (as measured by dividing (i) the
sum of (A) the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and (B) the excess of the Company's share price
at the end of the period over the price at the beginning of the measurement
period, by (ii) the share price at the beginning of the measurement period),
with the cumulative total shareholder return so calculated of the Russell 2000
Index, and a group of peer issuers in a line of business similar to the Company
during the same period (the "Peer Group(1)).
[GRAPH OMITTED]
(1) The Peer Group consists of the following companies; Luxtec Corp.,
Optelecom, Inc., and SpecTran Corp. (acquired by Lucent Technologies in
the first quarter of 2000)
(2) Cumulative Total Return assumes $100.00 invested at the close of
trading on January 14, 1997, in FiberCore, Inc., Russell 2000 Index,
and the Peer Group and assumes reinvestment of dividends.
16
LEGAL
The Company is currently involved in two lawsuits pending in
Massachusetts state court regarding disputes with Techman International Corp.
("Techman"). The first lawsuit relates to promissory notes issued by Techman to
the Company in the amount of $418,000, plus interest, and the Company's
investment of $500,000 in Fiber Optic Industries (Pakistan) Ltd. ("FOI"), a
company organized and controlled by Techman. Techman has claimed that the
Company owes it $418,000, plus interest, pursuant to the promissory notes. The
Company has counterclaimed that Techman must return to the Company, at a
minimum, the Company's $500,000 investment in FOI, due to Techman's breaches of
various agreements between the parties. The Company has also asserted some of
the same claims against M. Mahmud Awan ("Awan"), a former director of the
Company, who controls Techman. This lawsuit is in its initial stages. Management
believes that the Company's counterclaims exceed the amounts claimed by Techman
and the Company plans to pursue vigorously its counterclaims against Techman and
Awan.
The second lawsuit relates to a dispute relating to shares of the
Company's Common Stock issued to Techman and Awan. A portion of these shares
have been canceled by the Company because of the failure of Techman and Awan to
satisfy certain conditions related to their issuance. In this lawsuit, Techman
alleges that the shares should not have been canceled and are validly held by
Techman. The Company has counterclaimed that these shares were validly canceled,
and that Awan had initially agreed to their return. The Company has also
counterclaimed for a number of other shares of Common Stock which the Company
over-issued to Techman and Awan and which Techman and Awan continue to hold.
This lawsuit is also in its initial stages. Management believes that the Company
has valid claims for the return of all of the disputed shares and the Company
plans to pursue vigorously its counterclaims against Techman and Awan.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows of
no business to be presented at the Meeting other than as set forth in this Proxy
Statement. If other matters properly come before the meeting, the persons named
as proxies will vote on such matters in their discretion.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Any shareholder proposals intended to be presented at the Company's
2001 annual meeting of shareholders must be received by the Secretary,
FiberCore, Inc., no later than February 15, 2001 in order to be considered for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting. Moreover, with regard to any proposal by a stockholder not seeking to
have such proposal included in the proxy statement but seeking to have such
proposal considered at the 2001 Annual Meeting, if such stockholder fails to
notify the Company in the manner set forth above of such proposal no later than
April 30, 2001, then the persons appointed as proxies may exercise their
discretionary voting authority if the proposal is considered at the 2001 Annual
Meeting notwithstanding that stockholders have not been advised of the proposal
in the proxy statement for the 2001 Annual Meeting. Any proposals submitted by
stockholders must comply in all respects with (i) the rules and regulations of
the Securities and Exchange Commission, (ii) the provisions of the Company's
Certificate of Incorporation and Bylaws, and (iii) Nevada law.
ANNUAL REPORT
The Company's 1999 Annual Report is concurrently being mailed to
shareholders. The Annual Report contains consolidated financial statements of
the Company and its subsidiaries and the report thereon of Deloitte & Touche
LLP, Independent Certified Public Accountants.
By Order of the Board of Directors
/s/ Charles De Luca
Charles De Luca
Secretary
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS ARE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
17
EXHIBIT A.
FIBERCORE, INC.
2000 LONG TERM INCENTIVE STOCK PLAN
ARTICLE I -- PURPOSES
The purposes of the FiberCore, Inc. 2000 Long Term Incentive Stock Plan
are to promote the interests of FiberCore, Inc. (the "Corporation") and its
shareholders by strengthening the Corporation's ability to attract and retain
highly competent officers ,other employees, directors, and consultants and to
provide a means to encourage stock ownership and proprietary interest in the
Corporation by such persons. The 2000 Long Term Incentive Stock Plan is intended
to provide plan participants with stock-based incentive compensation which is
not subject to the deduction limitation rules prescribed under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), and should be
construed to the extent possible as providing for remuneration which is
"performance-based compensation" within the meaning of Section 162(m) of the
Code and the regulations promulgated thereunder.
ARTICLE II -- DEFINITIONS
Unless the context clearly indicates otherwise, the following terms
shall have the following meanings:
a. "AWARD" means, individually or in the aggregate, an award
granted to a Participant under the Plan in the form of an Option, a
Stock Award, or an SAR (Stock Appreciation Right), or any combination
of the foregoing.
b. "AWARD AGREEMENT" means a written agreement, the form(s)of
which shall be approved from time to time by the Committee, reflecting
the terms of the Award granted under the Plan and includes any
documents attached to or incorporated into such Award Agreement,
including but not limited to, a notice of award grant and a form of
exercise notice.
c. "BOARD" means the Board of Directors of FiberCore, Inc.
d. "COMMITTEE" means the Compensation Committee of the Board of
Directors, a subcommittee thereof, or such other committee as may be
appointed by the Board of Directors. The Committee shall be comprised
of two or more members of the Board of Directors who shall be
"non-employee directors" under Rule 16b-3 of the Exchange Act and
"outside directors" under Section 162(m) of the Code.
e. "CORPORATION" means FiberCore, Inc., or any entity that is
directly or indirectly controlled by FiberCore, Inc., and its
subsidiaries.
f. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
g. "FAIR MARKET VALUE" means the fair market value of a Share as
of the relevant date of determination, as determined in accordance with
a valuation methodology approved by the Committee.
In the absence of any alternative valuation methodology approved by the
Committee, the Fair Market Value of a Share shall equal the volume
average price as reported by Bloomberg L.P. for the principal market on
which the Shares are traded.
h. "INCENTIVE STOCK OPTION" means a stock option that complies
with Section 422 of the Code, or any successor law.
i. "NON-QUALIFIED STOCK OPTION" means a stock option that does
not meet the requirements of Section 422 of the Code, or any successor
law.
j. "OPTION" means an option awarded under Article VI to purchase
Shares. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option, as determined by the Committee in its sole
discretion.
1
k. "PARTICIPANT" means, (i) with respect to an Incentive Stock
Option, any full-time employee of the Corporation, including an officer
or director of the Corporation and (ii) with respect to all other
Awards which may be granted under the Plan, any individual employed by,
or performing services for, the Corporation, including, without
limitation, officers, directors, and consultants of the Corporation.
l. "PLAN" means this FiberCore, Inc. 2000 Long Term Incentive
Stock Plan, as amended and restated from time to time.
m. "SAR" means a stock appreciation right.
n. "SHARES" means shares of the Corporation's common stock, $.001
par value per share.
o. "STOCK AWARD" means an Award made under Article VI in Shares.
p. "SUBSTITUTE AWARD" has the meaning set forth in Article V(b).
ARTICLE III -- EFFECTIVE DATE AND DURATION
The Plan shall become effective upon adoption by the Board of Directors
of the Company. The Plan shall be subject to the approval by the affirmative
vote of the shareholders of the Company entitled to vote thereon within one year
before of after the adoption of the Plan by the Board of Directors.
In no event shall any Awards be made under the Plan after JUNE 14,
2010, which is the day before the tenth anniversary of the date of the Plan's
adoption by the Board.
ARTICLE IV -- ADMINISTRATION
The Committee shall be responsible for administering the Plan, and
shall have full power to interpret the Plan and to adopt such rules, regulations
and guidelines for carrying out the Plan as it may deem necessary or
appropriate. This power includes, but is not limited to, selecting Award
recipients, establishing all Award terms and conditions, adopting procedures and
regulations governing Awards, and making all other determinations necessary or
advisable for the administration of the Plan. All decisions made by the
Committee shall be final and binding on all persons.
The Committee may delegate some or all of its power to the Chairman and
Chief Executive Officer or other executive officer of the Corporation as the
Committee deems appropriate; provided, that (i) the Committee may not delegate
its power with regard to the grant of an Award to any person who is a "covered
employee" within the meaning of Section 162(m) of the Code, or any successor
law, or who, in the Committee's judgment, is likely to be a covered employee at
any time during the period an Award to such employee would be outstanding and
(ii) the Committee may not delegate its power with regard to the selection for
participation in the Plan of an officer or other person subject to Section 16 of
the Exchange Act or decisions concerning the timing, pricing or amount of an
Award to such an officer or other person.
Notwithstanding anything contained herein to the contrary, at anytime during the
period the Company's Shares are registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "1934 Act), the Committee, if one has been
appointed to administer all or part of the Plan, shall have the exclusive right
to grant Options to Covered Employees as defined under Section 162(m) (4) (3) of
the Code (generally persons subject to Section 16 of the 1934 Act) and set forth
the terms and conditions thereof. With respect to persons subject to Section 16
of the 1934 Act, transactions under the Plan are intended, to the extent
possible, to comply with all applicable conditions of Rule 16b-3, as amended
from time to time, (and its successor provisions, if any) under the 1934 Act and
Section 162 (m) (C) of the Code of 1986, as amended. To the extent any provision
of the Plan or action by the Board of Directors or Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board of Directors and/or such Committee.
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ARTICLE V -- AVAILABLE SHARES
a. General. Subject to adjustment as provided in Article V (d) of
the Plan, the number of Shares that may be issued under the Plan shall not
exceed, in the aggregate, 7,500,000 shares.
Shares issued under this Plan may be either authorized but unissued
shares, treasury shares or any combination thereof. No fractional Shares shall
be issued. Cash may be paid in lieu of any fractional Shares in settlement of
Awards.
b. Rules Applicable to Determining Shares Available for Issuance.
For purposes of determining the number of Shares that remain available for
issuance, the following shares shall be added back to the limit set forth in
Article V( a) above and again be available for Awards:
(i) The number of Shares tendered to pay the exercise
price of an Option or other Award;
(ii) The number of Shares withheld from any Award to
satisfy a Participant's tax withholding obligations or, if
applicable, to pay the exercise price of an Option or other
Award;
(iii) The number of Shares subject to an Option or other
outstanding Award which are not issued by reason of the
expiration, termination, cancellation or forfeiture of such
Award; and
(iv) Any Shares acquired pursuant to the exercise of an
Option or other Award, which thereafter are repurchased by the
Corporation.
In addition, the number of Shares subject to Awards that are
granted in substitution of an option or other award (a
"Substitute Award") issued by an entity acquired by (or whose
assets are acquired by) the Corporation shall not reduce the
number of Shares available under the Plan.
c. Special Limits. The number of Shares for which Awards may be
granted to any person in any calendar year shall not exceed 250,000.
d. Adjustments. In the event of any stock dividend, stock split,
combination or exchange of securities, merger, consolidation, recapitalization,
spin-off or other distribution (other than normal cash dividends) of any or all
of the assets of the Corporation to shareholders, or any other similar change or
event, such proportionate adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such change or event shall be made
with respect to the number and class of securities available under the Plan, the
number and class of securities subject to each outstanding Option and the
purchase price per security, the terms of each outstanding SAR, and the number
and class of securities subject to each outstanding Stock Award shall be
appropriately adjusted by the Committee, such adjustments to be made in the case
of outstanding Options without an increase in the aggregate purchase price. If
any such adjustment would result in a fractional security being (a) available
under the Plan, such fractional security shall be disregarded, or (b) subject to
an Award, the Corporation shall pay the holder of such Award, in connection with
the first vesting, exercise or settlement of such Award in whole or in part
occurring after such adjustment, an amount in cash determined by multiplying (i)
the fraction of such security (rounded to the nearest hundredth) by (ii) the
excess, if any, of (A) the Fair Market Value on the vesting, exercise or
settlement date over (B) the exercise price, if any, of such Award.
ARTICLE VI -- AWARDS
a. General. The Committee shall determine the type or types of
Award(s) to be made to each Participant. Awards may be granted singly, in
combination or in tandem. In the sole discretion of the Committee, Awards also
may be made in combination or in tandem with, in replacement of, as alternatives
to, or as the payment form for grants or rights under any other compensation
plan of the Corporation including a plan of any entity acquired by (or whose
assets are acquired by) the Corporation. The Committee shall have full authority
to determine and specify in the Award Agreement the effect, if any, that a
Participant's termination of employment for any reason will have on the vesting,
exercisability, payment or lapse of restrictions applicable to an Award. With
respect to the foregoing, the terms and conditions of an Incentive Stock Option
may (but need not) include any of the following provisions:
(i) In the event the full-time employment of a
Participant is terminated by the Corporation or any parent or
subsidiary (as those terms are defined in Sections 424(e) and
424(f) of the Code, or any successor law) of the Corporation
for any reason other than "for cause," as determined by the
Board, the unexercised portion of any Incentive Stock Option
held by such Participant at that time may only be exercised
within three months after the date on which the Participant
ceased to be so employed, and only to the extent that the
Participant could have
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otherwise exercised such Incentive Stock Option as of the date
on which he ceased to be so employed.
(ii) In the event the full-time employment of a
Participant is terminated by the Corporation or any parent or
subsidiary (as those terms are defined in Sections 424(e) and
424(f) of the Code, or any successor law) of the Corporation
"for cause," as determined by the Board, or if such employment
is terminated voluntarily by the Participant, the unexercised
portion of any Incentive Stock Option held by such Participant
shall terminate immediately effective the date the Participant
ceased to be so employed.
(iii) In the event a Participant shall cease to be employed
by the Corporation or any parent or subsidiary (as those terms
are defined in Sections 424(e) and 424(f) of the Code, or any
successor law) of the Corporation on a full time basis by
reason of his "disability" (within the meaning of Section 422
of the Code or any successor law) or on account of death or
retirement, the unexercised portion of any Incentive Stock
Option held by such Participant at that time may only be
exercised within one year after the date on which the
Participant ceased to be so employed (or for such shorter
exercise periods that may apply for purposes of Section 422 of
the Code, or any successor law), and only to the extent that
the Participant could have otherwise exercised such Incentive
Stock Option as of the date on which the Participant ceased to
be so employed.
b. Types of Awards. The types of Awards that may be granted under
the Plan are:
(i) Options. An Option shall represent the right to
purchase a specified number of Shares during a specified
period up to ten years as determined by the Committee. The
purchase price per Share for each Option shall not be less
than 100% (110% in the case of an Incentive Stock Option
granted to an optionee ("10% Stockholder") who, at the time of
grant, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the
Corporation or its parent (as defined in Section 424(e) of the
Code, or any successor law) or its subsidiaries) of the Fair
Market Value on the date of grant; provided, that a Substitute
Award may be granted with a purchase price per Share that is
intended to preserve the economic value of the award which the
Substitute Award replaced. The term of each Option shall be
fixed by the Committee, but no Incentive Stock Option shall be
exercisable more than ten years (five years, in the case of an
Incentive Stock Option granted to a 10% Stockholder) after the
date on which the Option is granted. If an Option is granted
retroactively in substitution for an SAR, the Fair Market
Value in the Award agreement may be the Fair Market Value on
the grant date of the SAR. An Option may be in the form of an
Incentive Stock Option or a Non-Qualified Stock Option, as
determined by the Committee.;. In the case of an Incentive
Stock Option, the aggregate Fair Market Value of Shares
(determined at the time of grant of the Option) with respect
to which Incentive Stock Options are exercisable for the first
time by an optionee during any calendar year (under all such
plans of optionee's employer corporation and its parent and
subsidiaries (as those terms are defined in Sections 424(e)
and 424(f) of the Code, or any successor law)) shall not
exceed $100,000.
(ii) SARs. An SAR shall represent a right to receive a
payment, in cash, Shares or a combination, equal to the excess
of the Fair Market Value of a specified number of Shares on
the date the SAR is exercised over the Fair Market Value on
the grant date of the SAR as set forth in the Award Agreement,
except that if an SAR is granted retroactively in substitution
for an Option, the designated Fair Market Value in the Award
agreement may be the Fair Market Value on the grant date of
the Option. An SAR may be granted alone or in addition to
other Awards, or in tandem with an Option. An SAR granted in
tandem with an Option may be granted either at the same time
as such Option or subsequent thereto. If granted in tandem
with an Option, an SAR shall cover the same number of Shares
as covered by the Option (or such lesser number of shares as
the Committee may determine) and shall be exercisable only at
such time or times and to the extent the related Option shall
be exercisable, and shall have the same term and exercise
price as the related Option (which, in the case of an SAR
granted after the grant of the related Option, may be less
than the Fair Market Value per Share on the date of grant of
the tandem SAR). Upon exercise of an SAR granted in tandem
with an Option, the related Option shall be canceled
automatically to the extent of the number of Shares covered by
such exercise; conversely, if the related Option is exercised
as to some or all of the Shares covered by the tandem grant,
the tandem SAR shall be canceled automatically to the extent
of the number of Shares covered by the Option exercise.
4
(iii) Stock Awards. A Stock Award shall represent an Award
made in or valued in whole or in part by reference to Shares,
such as performance or phantom shares or units. Stock Awards
may be payable in whole or in part in Shares. All or part of
any Stock Award may be subject to conditions and restrictions
established by the Committee, and set forth in the Award
Agreement or other plan or document, which may include, but
are not limited to, continuous service with the Corporation,
and/or the achievement of one or more performance goals. The
performance criteria that may be used by the Committee in
granting Stock Awards contingent on performance goals shall
consist of total shareholder return, net sales, operating
income, income before income taxes, net income, net income per
share (basic or diluted), profitability as measured by return
ratios, including return on invested capital, return on equity
and return on investment, cash flows, market share or cost
reduction goals. The Committee may select one criterion or
multiple criteria for measuring performance, and the
measurement may be based on Corporation or business unit
performance, or based on comparative performance with other
companies.
ARTICLE VII -- AWARD CONSIDERATION.
The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the
Committee (and, in the case of an Incentive Stock Option, shall be determined at
the time of grant) and may consist entirely of (1) cash; (2) check; (3) delivery
of Participant's promissory note with such recourse, interest, security and
redemption provisions as the Committee determines to be appropriate (subject to
the provisions of Nevada General Corporation Law); (4) cancellation of
indebtedness; (5) other Shares that (x) in the case of Shares acquired upon
exercise of an Option either have been owned by the Optionee for more than six
months on the date of surrender (or such other period as may be required to
avoid a charge to the Company's earnings) or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which the
Option is exercised; (6) authorization from the Company to retain from the total
number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised; (7) delivery
of a properly executed exercise notice together with such other documentation as
the Committee and the broker, if applicable, shall require to effect exercise of
the Option and prompt delivery to the Company of the sale or loan proceeds
required to pay the exercise price and any applicable withholding taxes; (8) any
combination of the foregoing methods of payment; or (9) such other consideration
and method of payment for the issuance of Shares to the extent permitted under
the applicable laws. In making its determination as to the type of consideration
to accept, the Committee shall consider if acceptance of such consideration may
be reasonably expected to benefit the Company and the Committee may refuse to
accept a particular form of consideration at the time of any Option exercise if,
in its sole discretion, acceptance of such form of consideration is not in the
best interests of the Company at such time.
ARTICLE VIII -- DIVIDENDS AND DIVIDEND EQUIVALENTS
The Committee may provide that any Awards under the Plan earn dividends
or dividend equivalents. Such dividends or dividend equivalents may be paid
currently or may be credited to a Participant's Plan account. Any crediting of
dividends or dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in additional
Shares or Share equivalents.
ARTICLE IX -- PAYMENTS AND PAYMENT DEFERRALS
Payment of Awards may be in the form of cash, Shares, other Awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee, either at the time of grant or by
subsequent amendment, may require or permit Participants to elect to defer the
issuance of Shares or the settlement of Awards in cash under such rules and
procedures as it may establish under the Plan. It also may provide that deferred
settlements include the payment or crediting of interest on the deferral
amounts, or the payment or crediting of dividend equivalents where the deferral
amounts are denominated in Share equivalents.
ARTICLE X -- TRANSFERABILITY
a. Unless otherwise specified in an Award Agreement, Awards shall
not be transferable or assignable other than by will or the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the
Company. The interests of Participants under the Plan are not subject to their
debts or other obligations and, except as may be required by the tax withholding
provisions of Code or any state's income tax act, or pursuant to an agreement
between a Participant and the Corporation, may not be voluntarily sold,
transferred, alienated, assigned or encumbered.
5
b. Notwithstanding the foregoing, the Committee, in its
discretion and subject to such limitations and conditions as the Committee deems
appropriate, may (i) amend Awards of Incentive Stock Options to convert the
Options granted thereby to Non-Qualified Stock Options, or (ii) grant
Non-Qualified Stock Options, in each case on terms which permit the Participant
to transfer all or a part of the Option, for estate or tax planning purposes or
for donative purposes, and without consideration, to a member of the
Participant's immediate family (as defined by the Committee), a trust for the
exclusive benefit of such immediate family members, or a partnership,
corporation or limited liability company the equity interests of which are owned
exclusively by the Participant and/or one or more members of the Participant's
family.
ARTICLE XI -- CHANGE OF CONTROL
Either in contemplation of or in the event of a Change of Control (as
defined below), the Committee may provide for appropriate adjustments (including
acceleration of vesting and settlements of or substitutions for Awards either at
the time an Award is granted or at a subsequent date).
A "Change of Control" shall occur when:
a. a "Person" (which term, when used in this Article X, shall
have the meaning it has when it is used in Section 13(d) of the Exchange Act,
but shall not include the Corporation, any trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation, or any corporation
owned, directly or indirectly, by the shareholders of the Corporation in
substantially the same proportions as their ownership of Voting Stock (as
defined below) of the Corporation) is or becomes, without the prior consent of a
majority of the Continuing Directors of the Corporation (as defined below), the
Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of Voting Stock (as defined below) representing fifty
50% percent or more of the combined voting power of the Corporation's then
outstanding securities; or
b. the shareholders of the Corporation approve a reorganization,
merger or consolidation or the Corporation sells, or otherwise disposes of, all
or substantially all of the Corporation's property and assets, or the
Corporation liquidates or dissolves (other than a reorganization, merger,
consolidation or sale which would result in all or substantially all of the
beneficial owners of the Voting Stock of the Corporation outstanding immediately
prior thereto continuing to beneficially own, directly or indirectly (either by
remaining outstanding or by being converted into voting securities of the
resulting entity), more than fifty percent of the combined voting power of the
voting securities of the Corporation or such entity resulting from the
transaction (including, without limitation, an entity which as a result of such
transaction owns the Corporation or all or substantially all of the
Corporation's property or assets, directly or indirectly) outstanding
immediately after suchtransaction in substantially the same proportions relative
to each other as their ownership immediately prior to such transaction); or
c. the individuals who are Continuing Directors of the
Corporation (as defined below) cease for any reason to constitute at least a
majority of the Board of the Corporation.
The term "Continuing Director" means (i) any member of the Board who is
a member of the Board immediately after the 2000 annual meeting of shareholders,
or (ii) any person who subsequently becomes a member of the Board whose
nomination for election or election to the Board is recommended or approved by a
majority of the Continuing Directors. The term "Voting Stock" means all capital
stock of the Corporation, which by its terms may be voted on all matters
submitted to shareholders of the Corporation generally.
ARTICLE XII -- AWARD AGREEMENTS
Awards may be evidenced by an agreement that sets forth the terms,
conditions and limitations of such Award. Such terms may include, but are not
limited to, the term of the Award, the vesting schedule, including an early
exercise election, the provisions applicable in the event the Participant's
employment terminates, and the Corporation's authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind any Award.
The Committee need not require the execution of any such agreement by a
Participant, in which case acceptance of the Award by the respective Participant
shall constitute agreement by the Participant to the terms of the Award.
6
ARTICLE XIII -- AMENDMENTS
The Board may amend the Plan at any time as it deems necessary or
appropriate, subject to any requirement of shareholder approval required by
applicable law, rule or regulation, including Section 162(m) and Section 422 of
the Code, or any successor law; provided, however, that no amendment shall be
made without shareholder approval if such amendment would increase the maximum
number of Shares available under the Plan (subject to Article V (d)), or effect
any change inconsistent with Section 422 of the Code, or any successor law. No
amendment may impair the rights of a holder of an outstanding Award without the
consent of such holder. The Board may suspend the Plan or discontinue the Plan
at any time; provided, that no such action shall adversely affect any
outstanding Award.
ARTICLE XIV -- MISCELLANEOUS PROVISIONS
a. Employment Rights. The Plan does not constitute a contract of
employment and participation in the Plan will not give a Participant the right
to continue in the employ of the Corporation on a full-time, part-time, or any
other basis. Participation in the Plan will not give any Participant any right
or claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.
b. Governing Law. Except to the extent superseded by the laws of
the United States, the laws of the State of Nevada, without regard to its
conflict of laws principles shall govern in all matters relating to the Plan.
c. Severability. In the event any provision of the Plan shall be
held to be illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if such illegal or invalid provisions had never been
contained in the Plan.
d. Withholding. The Corporation shall have the right to withhold
from any amounts payable under the Plan all federal, state, foreign, city and
local taxes as shall be legally required. To the extent provided in the terms of
the Award Agreement, the Participant may satisfy any federal, state, or local
tax withholding obligation relating to the exercise or acquisition of Shares
under an Award by any of the following means (in addition to the Company's right
to withhold from any compensation paid to the Participant by the Company) or by
a combination of such means: (i) tendering a cash payment; (ii) authorizing the
Company to withhold common stock from the Shares otherwise issuable to the
Participant as a result of the exercise or acquisition of Shares under the
Award; or (iii) delivering to the Company owned and unencumbered Shares.
e. Effect on Other Plans or Agreements. Payments or benefits
provided to a Participant under any stock, deferred compensation, savings,
retirement or other employee benefit plan are governed solely by the terms of
such plan.
f. Foreign Employees. Without amending the Plan, the Committee
may grant awards to eligible persons who are foreign nationals on such terms and
conditions different from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to foster and promote achievement of
the purposes of the Plan and, in furtherance of such purposes, the Committee may
make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or
jurisdictions in which the Corporation or its subsidiaries operates or has
employees.
g. Reservation of Shares. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
h. Conditions upon Issuance of Shares. Notwithstanding any other
provision of the Plan or any agreement entered into by the Company pursuant to
the Plan, the Company shall not be obligated, and shall have no liability for
failure to issue or deliver and Shares under the Plan unless such issuance or
delivery would comply with applicable laws, with such compliance determined by
the Company in consultation with its legal counsel.
As a condition to the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by law.
/s/ Charles De Luca
-------------------
Dated: June 14, 2000 Charles De Luca
Secretary
7
PROXY
FIBERCORE, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints each of Mohd A. Aslami and Charles DeLuca (with full
power to act without the other and each with full power to appoint his
substitute) as the undersigned's Proxies to vote all shares of Common Stock of
the undersigned in FiberCore, Inc. (the "Company"), a Nevada corporation, which
the undersigned would be entitled to vote at the Annual Meeting of Stockholders
of the Company to be held at the Seaport Hotel, (The World Trade Center), 164
Northern Ave., Boston, Massachusetts 02210, on Thursday, July 27, 2000, at 9:00
A.M., Eastern Daylight Time or at any adjournments thereof as follows:
1. Election of Directors
Dr. Mohd A. Aslami, Charles De Luca
2. Approval of the Company's 2000 Long-Term Incentive Stock Plan
3. The ratification of selection of Deloitte & Touche LLP as the Company's
independent certified public accountants for 2000
4. In their discretion, upon such other business as may properly come
before the meeting or any adjournments thereof.
Place "X" Only In One Box
1. Election of Nominees 3. Appointment of Accountants
For All Withhold All For All Except As For Against Abstain
Listed Below
Exceptions:
/ / / / ---------------------------- / / / / / /
----------------------------
2. Ratification of 2000 Long-Term Incentive Stock Plan
For Against Abstain
/ / / / / /
The shares of Common Stock represented by this Proxy, when properly executed,
will be voted in accordance with the foregoing instructions. In the absence of
any instructions, such shares will be voted FOR the election of the nominees
listed in item 1 and FOR the proposals in items 2 and 3.
The undersigned hereby revokes any Proxy or Proxies to vote shares of Common
Stock of the Company heretofore given by the undersigned.
Please date, sign exactly as name appears on this Proxy, and return in the
enclosed envelope. When signing as guardian, executor, administrator, attorney,
trustee, custodian, or in any similar capacity, please give full title. If a
corporation, sign in full corporate name by president or other authorized
officer, giving his/her title, and affix corporate seal. If a partnership, sign
in partnership name by authorized person. In the case of joint ownership, each
joint owner must sign.
- ----------------------------------
Date
- ----------------------------------
Signature
- ----------------------------------
Signature if held jointly
1