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UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of Payment of Filing Fee (Check
the appropriate box):
NOTICE OF THE 2004 ANNUAL MEETING OF STOCKHOLDERS
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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MAXWELL TECHNOLOGIES, INC.
9244 BALBOA AVENUE
SAN DIEGO,
CALIFORNIA 92123
TO BE HELD ON MAY 6, 2004
To the Stockholders of
Maxwell Technologies, Inc.
1. |
A proposal to elect two directors to hold office until the 2007 annual meeting of stockholders. |
April 8, 2004
San Diego, California
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON AT THE MEETING, EVEN IF YOU PREVIOUSLY RETURNED A SIGNED PROXY.
MAXWELL TECHNOLOGIES, INC.
9244 Balboa Avenue, San Diego, California
92123
PROXY STATEMENT FOR THE 2004 ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 6, 2004
GENERAL INFORMATION
VOTING RIGHTS
1
against a matter. Broker non-votes, on the other hand, are not considered to be votes cast and have no effect on the outcome of the matter.
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
Name and Age |
Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience |
|||||
---|---|---|---|---|---|---|
Mark Rossi,
47 (Class II) |
Mr.
Rossi was appointed a director of the Company in November 1997 and elected to a full term at the Companys Annual Stockholder Meeting in January
1998. Mr. Rossi is a Senior Managing Director of Cornerstone Equity Investors, L.L.C., a New York-based private equity firm with assets under
management in excess of $1 billion. Prior to the formation of Cornerstone Equity Investors in 1996, Mr. Rossi was President of Prudential Equity
Investors, Inc. Mr. Rossis industry focus is on technology-related and telecommunications companies. He is a member of the Board of Directors of
True Temper, Inc. and Novatel Wireless, Inc., as well as several privately held companies. |
|||||
| ||||||
Jean Lavigne,
65 (Class II) |
Mr.
Lavigne was appointed a director of the Company in August 1999. Until his retirement at the end of 2002, Mr. Lavigne served as Vice President and
Country President in France and Belgium for Motorola, Inc., and he was President and Chief Executive Officer of Motorola, SA. Prior to joining
Motorola, Mr. Lavigne was with Digital Equipment Corporation (DEC) in Europe where he was responsible for Interconnect Technology and
served as a member of DECs European Government Affairs Team. |
2
DIRECTORS CONTINUING IN OFFICE UNTIL THE
2005 ANNUAL MEETING OF
STOCKHOLDERS
Name and Age |
Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience |
|||||
---|---|---|---|---|---|---|
Robert Guyett,
67 (Class III) |
Mr.
Guyett was appointed a director in January 2000 and appointed Chairman in May 2003. He is a director and Treasurer of the Christopher Reeve Paralysis
Foundation. Since 1995, he has been President and Chief Executive Officer of Crescent Management Enterprises, and from 19911995, he was a
director and Chief Financial Officer of Engelhard Corp. From 1987-1991, Mr. Guyett was a director and Chief Financial Officer of Fluor Corporation. Mr.
Guyett is a director of Newport Corp. and several privately held companies. |
|||||
| ||||||
Carlton J.
Eibl, 43 (Class III) |
Mr.
Eibl was appointed a director in July 1998 and served as Chief Executive Officer of the Company from November 1999 to April 2003. Since April 2003, he
has been a Managing Director and Chief Operating Officer of Enterprise Partners Venture Capital, a venture capital firm based in San Diego. From
February 1999 until he formally joined the Company on December 1, 1999, Mr. Eibl served as President and Chief Operating Officer of Stratagene
Corporation, a privately held biotechnology company. Prior thereto, Mr. Eibl held various executive positions with Mycogen Corporation, a diversified,
publicly held agribusiness and biotechnology company. Mr. Eibl joined Mycogen in 1993 as Executive Vice President and General Counsel. In 1995, he was
appointed President and Chief Operating Officer and in 1997 he became Chief Executive Officer. The Dow Chemical Company acquired Mycogen at the end of
1998. |
DIRECTORS CONTINUING IN OFFICE UNTIL THE
2006 ANNUAL MEETING OF
STOCKHOLDERS
Name and Age |
Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience |
|||||
---|---|---|---|---|---|---|
José L.
Cortes, 38 (Class I) |
Mr.
Cortes was appointed a director of the Company in July 2002. Mr. Cortes is Chairman of Montena, SA, which sold its Montena Components, Ltd., subsidiary
to Maxwell in July 2002. Mr. Cortes, who resides in Zürich, Switzerland, also is a principal of GroCor Asset Management, AG, an asset management
firm, and GenTurica, a private equity holding firm. |
|||||
| ||||||
Richard D.
Balanson, 54 (Class I) |
Dr.
Balanson was appointed President, Chief Executive Officer of the Company in April 2003 and was elected a director in May 2003. Dr. Balanson was
appointed President and Chief Operating Officer of the Company in May 2002. From August 1999 to May 2002, he was a Vice President of the Company and
President of the Companys former Maxwell Electronic Components Group. From 1996 until joining the Company in August 1999, Dr. Balanson was the
president and chief operating officer for 3D Systems, a California-based manufacturer of rapid prototyping equipment. From 1994 to 1996, Dr. Balanson
was the general manager and executive vice president of Maxtor Corporation, and before that was president and chief operating officer of Applied
Magnetics Corporation. |
Recommendation of the Board
3
Board of Directors Meetings and Committees
4
5
Report of the Audit Committee
Dated: February 26, 2004
6
INDEPENDENT AUDITORS
Change in Accountant
7
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to make reference to the subject matter of the disagreements in its report on the Companys financial statements for such year.
Audit Fees
Audit Related Fees
Tax Fees
All Other Fees
8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND
MANAGEMENT
Name and Address of Beneficial Ownership |
Total Beneficial Ownership (1) |
Percentage of Ownership (2) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Montena, SA
Herzogstrasse 14, 8044 Z|$$|Adurich, Switzerland |
2,582,927 | 17.9 | % | |||||||
Van Den Berg
Management 805 Las Cimas Parkway, Suite 430, Austin, TX 78746 |
2,461,766 | (3) | 17.1 | % | ||||||
Security
Management Company, LLC One Security Benefit Place, Topeka, KS 66636-0001 |
1,669,300 | 11.6 | % | |||||||
Royce &
Associates, LLC 1414 Avenue of the Americas, 9th Floor, New York, NY 10019 |
860,900 | 6.0 | % | |||||||
José L.
Cortes |
2,582,927 | (4) | 17.9 | % | ||||||
Carlton J.
Eibl |
441,555 | (5) | 3.1 | % | ||||||
Richard D.
Balanson |
294,649 | (6) | 2.0 | % | ||||||
Tesfaye
Hailemichael |
0 | (7) | | |||||||
Richard
Smith |
93,797 | (8) | * |
|||||||
Robert
Guyett |
24,000 | (9) | * |
|||||||
Mark
Rossi |
29,000 | (10) | * |
|||||||
Jean
Lavigne |
21,000 | (11) | * |
|||||||
All directors
and executive officers as a group (8 persons) |
3,486,928 | (12) | 24.2 | % |
* |
Less than one percent. |
(1) |
Information with respect to beneficial ownership is based on information furnished to the Company by each stockholder included in the table or included in filings with the Securities and Exchange Commission. The Company understands that, except as footnoted, each person in the table has sole voting and investment power for shares beneficially owned by such person, subject to community property laws where applicable. In November 2002, certain members of the Board of Directors and the executive officers of the Company surrendered stock options with exercise prices above $10 per share in exchange for the issuance in late May 2003 of substitute stock options with exercise prices equal to the then-prevailing market price of the Common Stock on the actual date of grant. See Report on Repricing of Options below. |
(2) |
Shares of Common Stock subject to options that are currently exercisable or exercisable within 60 days of March 1, 2004 are deemed outstanding for computing the percentage of the person holding such options but are not deemed outstanding for computing the percentage of any other person. Percentage of ownership is based on 14,394,668 shares of Common Stock outstanding on March 1, 2004. |
9
(3) |
Of the total of 2,461,766 shares, Van Den Berg Management has sole voting power over 45,780 shares and shared voting power with respect to the balance and has sole power to dispose of 45,780 shares and shared dispositive power with respect to the balance. |
(4) |
Consists of 2,582,927 shares held by Montena, SA. Mr. Cortes is a principal in Montena, SA. Mr. Cortes may be deemed to exercise voting and investment power over such shares. Mr. Cortes disclaims beneficial ownership of such shares, except to his proportionate interest therein. |
(5) |
Consists of 16,525 shares of Common Stock held by Mr. Eibl personally and an option to purchase 425,030 shares of Common Stock. |
(6) |
Consists of 6,260 shares of Common Stock held by Dr. Balanson personally and an option to purchase 288,389 shares of Common Stock. |
(7) |
Mr. Hailemichael became the Companys Vice President Finance, Chief Financial Officer and Treasurer on October 6, 2003. |
(8) |
Consists of 18,297 shares of Common Stock held by Mr. Smith personally and an option to purchase 75,500 shares of Common Stock. |
(9) |
Consists of 8,000 shares of Common Stock owned by Mr. Guyett personally and an option to purchase 16,000 shares of common Stock. |
(10) |
Consists of an option to purchase 29,000 shares of Common Stock. |
(11) |
Consists of 5,000 shares of Common Stock owned by Mr. Lavigne personally and an option to purchase 16,000 shares of Common Stock. |
(12) |
Includes options to purchase 849,919 shares of Common Stock. |
EXECUTIVE COMPENSATION
Compensation of Directors
10
Executive Officers of the Company
Name |
Position(s) |
Age |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Richard D.
Balanson, Ph.D. |
President and Chief Executive Officer |
54 |
||||||||
Tesfaye
Hailemichael |
Vice
President Finance, Chief Financial Officer and Treasurer |
54 |
||||||||
Richard
Smith |
Executive Vice President, Strategic Business Development and Secretary |
62 |
11
Compensation of Executive Officers
Summary Compensation Table
Long-Term Compensation |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation |
||||||||||||||||||||||
Name and Principal Position |
Year |
Salary |
Bonus |
Securities Underlying Options |
All Other Compensation(2) |
|||||||||||||||||
Richard D.
Balanson, Ph.D |
2003 | $ | 331,650 | (3) | | 439,710 | (4) | $ | 6,000 | |||||||||||||
President and
Chief Executive Officer |
2002 | $ | 303,846 | | 60,000 | $ | 54,082 | |||||||||||||||
2001 | $ | 285,557 | | | $ | 5,100 | ||||||||||||||||
Carlton J.
Eibl (5) |
2003 | $ | 331,770 | (6) | | 200,000 | (7) | $ | 2,400 | |||||||||||||
Former Chief
Executive Officer |
2002 | $ | 427,000 | | 100,000 | $ | 2,200 | |||||||||||||||
2001 | $ | 453,346 | | | $ | 2,507 | ||||||||||||||||
Tesfaye
Hailemichael (8) |
2003 | $ | 42,308 | | 165,000 | $ | 8,617 | (9) | ||||||||||||||
Vice
President Finance, Chief |
2002 | | | | | |||||||||||||||||
Financial
Officer and Treasurer |
2001 | | | | | |||||||||||||||||
Richard Smith
(10) |
2003 | $ | 200,000 | $ | 60,000 | 107,500 | (11) | $ | 6,000 | |||||||||||||
Vice
President, Strategic Business |
2002 | $ | 200,492 | | 56,000 | $ | 5,792 | |||||||||||||||
Business
Development and Secretary |
2001 | | | | | |||||||||||||||||
James A.
Baumker (12) |
2003 | $ | 290,362 | | 140,000 | (13) | $ | 2,400 | ||||||||||||||
Former Vice
President Finance, Chief |
2002 | $ | 187,884 | | 40,000 | $ | 15,407 | |||||||||||||||
Financial
Officer and Treasurer |
2001 | $ | 164,423 | | 30,000 | $ | 2,729 |
(1) |
Excludes perquisites and other personal benefits, securities or property which aggregate the lesser of $50,000 or 10% of the total of annual salary and bonus. |
(2) |
All other compensation is comprised of the Companys nondiscretionary matching contribution to its 401(k) plan with the exception of a $15,000 loan to James A. Baumker that was forgiven by the Company in fiscal 2002 and $50,000 in relocation expenses paid for Dr. Balanson in fiscal 2002. |
(3) |
In May 2003 Dr. Balansons annual salary became $325,000. Prior to May 2003, Dr. Balansons annual salary was $275,000. |
(4) |
Includes substitute options issued in fiscal 2003 to purchase 274,710 shares. See Report on Repricing of Options. |
(5) |
Mr. Eibls employment as Chief Executive Officer terminated on April 6, 2003. |
(6) |
$114,961.56 in salary was paid prior to the termination of Mr. Eibls employment as Chief Executive Officer and $246,808.58 was paid pursuant to a transition services agreement. See Employment Contracts, Termination of Employment and Change-In-Control Arrangements. |
(7) |
Includes substitute options issued in fiscal 2003 to purchase 200,000 shares. See Report on Repricing of Options. |
(8) |
Mr. Hailemichaels employment as Vice President Finance, Chief Financial Officer and Treasurer commenced on October 6, 2003. |
(9) |
Amount represents additional compensation paid to Mr. Hailemichael for relocation expenses. |
12
(10) |
Mr. Smiths employment as Vice President, Strategic Business Development and Secretary commenced on December 9, 2002. |
(11) |
Includes substitute options issued in fiscal 2003 to purchase 32,500 shares. See Report on Repricing of Options. |
(12) |
Mr. Baumkers employment as Vice President Finance, Chief Financial Officer and Treasurer terminated on October 31, 2003. |
(13) |
Includes substitute options issued in fiscal 2003 to purchase 104,000 shares. See Report on Repricing of Options. |
Option Grants in Last Fiscal Year
Individual Grants |
|||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (1) |
|||||||||||||||||||||||||||
Name |
Number of Securities Underlying Options Granted |
Percent of Total Options Granted to Employees in Fiscal 2003 |
Exercise or Base Price Per Share |
Expiration Date |
5% |
10% |
|||||||||||||||||||||
Richard D.
Balanson, Ph.D. |
50,000 | (2) | 2.68 | % | $ | 6.18 | 09/30/2009 | $ | 105,089.55 | $ | 238,412.35 | ||||||||||||||||
2,386 | (3) | 0.13 | % | $ | 6.18 | 08/18/2009 | $ | 5,014.87 | $ | 11,377.04 | |||||||||||||||||
50,000 | (4) | 2.68 | % | $ | 6.18 | 08/10/2009 | $ | 105,089.55 | $ | 238,412.35 | |||||||||||||||||
37,324 | (5) | 2.00 | % | $ | 6.18 | 01/10/2010 | $ | 93,902.73 | $ | 218,833.29 | |||||||||||||||||
75,000 | (6) | 4.02 | % | $ | 6.18 | 12/01/2010 | $ | 221,300.60 | $ | 530,053.41 | |||||||||||||||||
60,000 | (7) | 3.22 | % | $ | 6.18 | 01/29/2012 | $ | 204,432.50 | $ | 503,527.00 | |||||||||||||||||
35,276 | 1.89 | % | $ | 6.18 | 05/19/2013 | $ | 137,102.60 | $ | 347,444.91 | ||||||||||||||||||
64,724 | 3.47 | % | $ | 6.18 | 05/19/2013 | $ | 251,554.28 | $ | 637,487.93 | ||||||||||||||||||
65,000 | 3.47 | % | $ | 7.44 | 12/19/2013 | $ | 304,133.44 | $ | 770,733.86 | ||||||||||||||||||
Carlton J.
Eibl |
10,000 | (8) | 0.54 | % | $ | 6.18 | 01/28/2009 | $ | 21,017.91 | $ | 47,682.47 | ||||||||||||||||
90,000 | (9) | 4.82 | % | $ | 6.18 | 12/01/2010 | $ | 265,560.72 | $ | 636,064.10 | |||||||||||||||||
100,000 | (10) | 5.36 | % | $ | 6.18 | 01/29/2012 | $ | 340,720.84 | $ | 839,211.67 | |||||||||||||||||
Tesfaye
Hailemichael |
77,096 | 4.13 | % | $ | 8.35 | 10/28/2013 | $ | 404,851.92 | $ | 1,025,974.26 | |||||||||||||||||
47,904 | 2.57 | % | $ | 8.35 | 10/28/2013 | $ | 251,556.85 | $ | 637,494.43 | ||||||||||||||||||
40,000 | 2.14 | % | $ | 7.44 | 12/19/2013 | $ | 187,159.04 | $ | 474,297.76 | ||||||||||||||||||
Richard
Smith |
35,000 | 1.88 | % | $ | 6.18 | 05/19/2013 | $ | 136,029.91 | $ | 344,726.49 | |||||||||||||||||
7,500 | (11) | 0.40 | % | $ | 6.18 | 01/31/2010 | $ | 18,869.10 | $ | 43,973.04 | |||||||||||||||||
25,000 | (12) | 1.34 | % | $ | 6.18 | 12/01/2010 | $ | 73,766.87 | $ | 176,684.47 | |||||||||||||||||
28,335 | 1.52 | % | $ | 7.44 | 12/19/2013 | $ | 132,578.79 | $ | 335,980.67 | ||||||||||||||||||
11,665 | 0.63 | % | $ | 7.44 | 12/19/2013 | $ | 54,580.26 | $ | 138,317.08 | ||||||||||||||||||
James
Baumker |
10,000 | (13) | 0.54 | % | $ | 6.18 | 12/30/2003 | $ | 3,090.00 | $ | 344,726.49 | ||||||||||||||||
16,000 | (14) | 0.86 | % | $ | 6.18 | 12/30/2003 | $ | 4,944.00 | $ | 43,973.04 | |||||||||||||||||
40,000 | (15) | 2.14 | % | $ | 6.18 | 12/30/2003 | $ | 12,360.00 | $ | 176,684.47 | |||||||||||||||||
8,000 | (16) | 0.43 | % | $ | 6.18 | 12/30/2003 | $ | 2,472.00 | $ | 335,980.67 | |||||||||||||||||
30,000 | (17) | 1.61 | % | $ | 6.18 | 12/30/2003 | $ | 9,270.00 | $ | 138,317.08 |
(1) |
There can be no assurance provided to any executive officer or any other holder of the Companys securities that the actual stock price appreciation over the 10 year option term will be at the assumed 5% and 10% compounded annual rates or at any other defined level. Unless the market price of the common stock appreciates over the option term, no value will be realized from the option grants made to the Named Executive Officers. |
13
(2) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 50,000 shares. See Report on Repricing of Options. |
(3) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 2,386 shares. See Report on Repricing of Options. |
(4) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 50,000 shares. See Report on Repricing of Options. |
(5) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 37,324 shares. See Report on Repricing of Options. |
(6) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 75,000 shares. See Report on Repricing of Options. |
(7) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 60,000 shares. See Report on Repricing of Options. |
(8) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 10,000 shares. See Report on Repricing of Options. |
(9) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 90,000 shares. See Report on Repricing of Options. |
(10) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 100,000 shares. See Report on Repricing of Options. |
(11) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 7,500 shares. See Report on Repricing of Options. |
(12) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 25,000 shares. See Report on Repricing of Options. |
(13) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 10,000 shares. See Report on Repricing of Options. |
(14) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 16,000 shares. See Report on Repricing of Options. |
(15) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 40,000 shares. See Report on Repricing of Options. |
(16) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 8,000 shares. See Report on Repricing of Options. |
(17) |
Includes substitute options issued in fiscal 2003 to purchase options to purchase 30,000 shares. See Report on Repricing of Options. |
14
Fiscal Year End Option Values
Option Exercises Table
From 1/1/2003 to 12/31/2003
Number of Unexercised Options As of 12/31/2003 |
Value In-The-Money Options |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Optionee Name |
Shares Acquired on Exercise |
Value Realized (1) |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
|||||||||||||||||||||
Richard D.
Balanson |
0 | $ | 0.00 | 262,924 | 229,465 | $ | 193,425.00 | $ | 151,308.00 | ||||||||||||||||||
James
Baumker |
54,000 | $ | 61,559 | 0 | 0 | $ | 0.00 | $ | 0.00 | ||||||||||||||||||
Carlton J.
Eibl |
0 | $ | 0.00 | 395,030 | 88,000 | $ | 103,040.00 | $ | 80,960.00 | ||||||||||||||||||
Tesfaye
Hailemichael |
0 | $ | 0.00 | 0 | 165,000 | $ | 0.00 | $ | 0.00 | ||||||||||||||||||
Richard
Smith |
0 | $ | 0.00 | 68,000 | 95,500 | $ | 192,760.00 | $ | 38,180.00 |
(1) |
Represents the fair market value of the underlying shares on the date of exercise less the exercise price. |
Compensation Committee Interlocks and Insider Participation
Employment Contracts, Termination of Employment and Change-In-Control Arrangements
Richard D. Balanson, Ph.D.
Carlton J. Eibl
15
non-qualified options to purchase 294,030 shares of Common Stock at an exercise price of $8.75 per share, with monthly vesting over 48 months commencing in December 1999.
Tesfaye Hailemichael
Richard Smith
16
Certain Transactions
Report on Repricing of Options
17
Ten-Year Option Repricings
Name |
Date |
Number of Securities Underlying Options Repriced |
Market Price of Stock At Time of Repricing Or Amendment |
Exercise Price At Time of Repricing Or Amendment |
New Exercise Price |
Length Of Original Option Term Remaining At Date Of Repricing |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Richard D.
Balanson, |
05/19/2003 | 60,000 | $ | 6.18 | $ | 10.31 | $ | 6.18 | 104 months | |||||||||||||||||
President
and Chief |
05/19/2003 | 37,324 | $ | 6.18 | $ | 10.88 | $ | 6.18 | 80 months | |||||||||||||||||
Executive
Officer |
05/19/2003 | 50,000 | $ | 6.18 | $ | 13.13 | $ | 6.18 | 76 months | |||||||||||||||||
05/19/2003 | 75,000 | $ | 6.18 | $ | 13.81 | $ | 6.18 | 91 months | ||||||||||||||||||
05/19/2003 | 2,386 | $ | 6.18 | $ | 14.67 | $ | 6.18 | 85 months | ||||||||||||||||||
05/19/2003 | 50,000 | $ | 6.18 | $ | 23.63 | $ | 6.18 | 75 months | ||||||||||||||||||
Carlton J.
Eibl |
05/19/2003 | 100,000 | $ | 6.18 | $ | 10.31 | $ | 6.18 | 104 months | |||||||||||||||||
Former
Chief |
05/19/2003 | 90,000 | $ | 6.18 | $ | 13.81 | $ | 6.18 | 91 months | |||||||||||||||||
Executive
Officer |
05/19/2003 | 10,000 | $ | 6.18 | $ | 32.75 | $ | 6.18 | 68 months | |||||||||||||||||
Richard Smith
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05/19/2003 | 7,500 | $ | 6.18 | $ | 11.81 | $ | 6.18 | 80 months | |||||||||||||||||
Vice
President, |
05/19/2003 | 25,000 | $ | 6.18 | $ | 13.81 | $ | 6.18 | 91 months | |||||||||||||||||
Strategic
Business |
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Development and Secretary |
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James A.
Baumker |
05/19/2003 | 40,000 | $ | 6.18 | $ | 10.31 | $ | 6.18 | 7 months (1) | |||||||||||||||||
Former
Vice |
05/19/2003 | 10,000 | $ | 6.18 | $ | 11.75 | $ | 6.18 | 7 months (1) | |||||||||||||||||
President-Finance |
05/19/2003 | 8,000 | $ | 6.18 | $ | 12.00 | $ | 6.18 | 7 months (1) | |||||||||||||||||
Chief
Financial Officer |
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and
Treasurer |
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Kenneth
Potashner |
05/19/2003 | 3,000 | $ | 6.18 | $ | 15.70 | $ | 6.18 | 48 | months | ||||||||||||||||
Former
Director |
05/19/2003 | 31,251 | $ | 6.18 | $ | 19.50 | $ | 6.18 | 48 | months | ||||||||||||||||
05/19/2003 | 60,000 | $ | 6.18 | $ | 24.63 | $ | 6.18 | 48 | months | |||||||||||||||||
Jean Lavigne
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05/19/2003 | 10,000 | $ | 6.18 | $ | 11.81 | $ | 6.18 | 80 | months | ||||||||||||||||
Director |
05/19/2003 | 3,000 | $ | 6.18 | $ | 15.70 | $ | 6.18 | 95 | months | ||||||||||||||||
Mark Rossi
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05/19/2003 | 10,000 | $ | 6.18 | $ | 11.81 | $ | 6.18 | 80 | months | ||||||||||||||||
Director |
05/19/2003 | 3,000 | $ | 6.18 | $ | 15.70 | $ | 6.18 | 95 | months | ||||||||||||||||
05/19/2003 | 6,000 | $ | 6.18 | $ | 28.81 | $ | 6.18 | 56 | months | |||||||||||||||||
05/19/2003 | 7,000 | $ | 6.18 | $ | 32.75 | $ | 6.18 | 68 | months |
(1) |
Period represents the term during which Mr. Baumkers options may be exercised pursuant to the provisions of the 1995 Stock Option Plan, which provides for a reduced exercise period upon termination of employment with the Company. |
18
Stockholder Return Performance Presentation
Report of the Compensation Committee on Executive Compensation
19
the Companys stockholders. Each executive officers target total annual compensation (i.e., salary plus bonus) is determined after a review of data regarding similarly situated executives at firms of similar size and business orientation. While the income tax implications of the compensation program to the Company and its executive officers are continually assessed, including the $1 million per covered employee limitation on the compensation expenses deductible by the Company, they are not presently a significant factor in the administration of the program.
20
granted the following options in the fiscal year ended December 31, 2003: (a) 35,276 options at $6.18 per share on May 19, 2003; (b) 64,724 options at $6.18 per share on May 19, 2003 and (c) 65,000 options at $7.44 per share on December 19, 2003. In addition, Dr. Balanson received substitute options to purchase 274,210 shares at $6.18 per share in the fiscal year ended December 31, 2003. See Report on Repricing of Options.
Dated: February 26, 2004
Section 16(a) Beneficial Ownership Reporting Compliance
STOCKHOLDER PROPOSALS
21
Directors may exercise their discretionary voting authority with regard to the stockholders proposal only if the Companys proxy statement discloses the nature of the stockholders proposal and the proxyholders intentions with respect to the proposal. If the stockholder does not notify the Company by such date, the proxyholders may exercise their discretionary voting authority with respect to the proposal without such discussion in the proxy statement.
OTHER BUSINESS
INCORPORATION BY REFERENCE
April 8, 2004
San Diego, California
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
22
EXHIBIT A
AUDIT COMMITTEE CHARTER
I. | Organizational Matters |
II. | Responsibilities of the Audit Committee |
A-1
financial reporting, sound business risk practices, and ethical behavior. The following shall be the principal recurring processes of the Audit Committee in carrying out its oversight responsibilities. The processes are set forth as a guide with the understanding that the Audit Committee may supplement them as appropriate.
A-2
A-3
A-4
A-5
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SEE REVERSE SIDE |
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1. |
Election of Directors |
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WITHHELD FOR: (to withhold authority to vote for any individual nominee, write that nominees name in the space provided below.) |
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NOTE: Please sign
as name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. |
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p FOLD AND DETACH HERE p |
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone
voting is available through 11:59 PM Eastern Daylight Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes
the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
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Internet |
OR |
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Mail |
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Mark, sign and date |
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Use the
Internet to vote your proxy. |
Use any
touch-tone telephone to |
your proxy card |
If you vote your proxy by Internet or by
telephone,
you do NOT need to mail back your proxy card.
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MAXWELL TECHNOLOGIES, INC. |
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PROXY SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS |
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The undersigned stockholder of MAXWELL TECHNOLOGIES, INC. hereby appoints Richard D. Balanson and Richard E. Smith and each of them with full power of substitution to each, proxies of the undersigned to represent the undersigned at the 2004 Annual Meeting of Stockholders of MAXWELL TECHNOLOGIES, INC. to be held on May 6, 2004, at 11:00 a.m., local time, at The Courtyard by Marriott, 8651 Spectrum Center Blvd., San Diego, California 92123 and at any adjournment(s) thereof, with all power, including voting rights, which the undersigned would possess if personally present at said meeting on the matters set forth on the reverse side. |
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THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR LISTED ON THE REVERSE SIDE. |
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The proxies (or, if only one, then that one proxy) or their substitutes acting at the meeting may exercise all powers hereby conferred. |
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The undersigned hereby revokes any prior proxy and ratifies and confirms all that the above-named proxies or their substitutes, and each of them, shall lawfully do or cause to be done by virtue hereof. |
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The undersigned hereby acknowledges receipt of the Notice of the 2004 Annual Meeting of Stockholders and accompanying Proxy Statement dated April 8, 2004. |
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Address Change/Comments (Mark the corresponding box on the reverse side) |
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p FOLD AND DETACH HERE p |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE LISTED NOMINEES. IF NO DIRECTION IS GIVEN, THIS DIRECTION CARD WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATION. |
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SEE REVERSE SIDE |
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1. |
Election of Directors |
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WITHHELD FOR: (to withhold authority to vote for any individual nominee, write that nominees name in the space provided below.) |
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NOTE: Please sign
as name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. |
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p FOLD AND DETACH HERE p |
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MAXWELL TECHNOLOGIES, INC. |
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DIRECTION CARD |
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You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction card, the number of shares of Maxwell Technologies, Inc. Common Stock held for my account in the Maxwell Technologies, Inc. ESPP Plan (the Plan) at the Annual Meeting of Stockholders of Maxwell Technologies, Inc., to be held on May 6, 2004, or any adjournment thereof, as marked on the reverse side of this card. |
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Unless Computershare, as Administrator for the Plan, receives my vote by May 3, 2004, it will not vote the shares allocated to my Plan account. |
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(Continued, and to be marked, dated and signed, on the other side) |
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Address Change/Comments (Mark the corresponding box on the reverse side) |
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p FOLD AND DETACH HERE p |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE LISTED NOMINEES. IF NO DIRECTION IS GIVEN, THIS DIRECTION CARD WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATION. |
Please |
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SEE REVERSE SIDE |
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1. |
Election of Directors |
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Nominees: |
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WITHHELD FOR: (to withhold authority to vote for any individual nominee, write that nominees name in the space provided below.) |
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NOTE: Please sign
as name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. |
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p FOLD AND DETACH HERE p |
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MAXWELL TECHNOLOGIES, INC. |
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DIRECTION CARD |
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You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction card, the number of shares of Maxwell Technologies, Inc. Common Stock held for my account in the Maxwell Technologies, Inc. 401(k) Plan (the Plan) at the Annual Meeting of Stockholders of Maxwell Technologies, Inc., to be held on May 6, 2004, or any adjournment thereof, as marked on the reverse side of this card. |
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Unless Cigna Bank & Trust, as Trustee for the Plan, receives my vote by May 3, 2004, it will not vote the shares allocated to my Plan account. |
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(Continued, and to be marked, dated and signed, on the other side) |
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Address Change/Comments (Mark the corresponding box on the reverse side) |
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p FOLD AND DETACH HERE p |
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