-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BYFbOrKqjw2OES1nhyGxDHJb/2TI+vT/U4mjLNtwEztz3lnhAHC44CxdtB5/4noS Vyd7a/fCwkF8MfpHefyYJw== 0001019687-00-000253.txt : 20000317 0001019687-00-000253.hdr.sgml : 20000317 ACCESSION NUMBER: 0001019687-00-000253 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000324 FILED AS OF DATE: 20000316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMISTAR CORP CENTRAL INDEX KEY: 0000741559 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 952747332 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-13403 FILM NUMBER: 571843 BUSINESS ADDRESS: STREET 1: 237 VIA VERA CRUZ CITY: SAN MARCOS STATE: CA ZIP: 92069 BUSINESS PHONE: 6194713967 MAIL ADDRESS: STREET 1: 237 VIA VERA CRUZ CITY: SAN MARCOS STATE: CA ZIP: 92069 DEF 14A 1 AMISTAR CORPORATION AMISTAR CORPORATION 237 Via Vera Cruz San Marcos, California 92069 PROXY STATEMENT MARCH 24, 2000 GENERAL This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Amistar Corporation, a California corporation (the "Company"), for use at the Annual Meeting of Shareholders of the Company to be held Wednesday, May 3, 2000 at 10:00 A.M., local time, at the Company headquarters in San Marcos, California, and at any adjournments or adjournments thereof. At the Annual Meeting, the shareholders of the Company (the "Shareholders") will be asked to elect five Directors. All proxies which are properly completed, signed and returned to the Company prior to the Annual Meeting will be voted. Any proxy given by a Shareholder may be revoked at any time before it is exercised by filing with the Secretary of the Company an instrument revoking it, by a duly executed proxy bearing a later date, or by the Shareholder attending the Annual Meeting and expressing a desire to vote his or her shares in person. It is anticipated that this Proxy Statement and the accompanying form of proxy will be mailed to the Shareholders on or about March 27, 2000. The Board of Directors has fixed the close of business on March 17, 2000 as the record date for the determination of Shareholders entitled to vote at the Annual Meeting and any adjournment thereof. At the close of business on the record date there were outstanding 3,136,500 shares of common stock of the Company (the "Common Stock"). The shares of Common Stock vote as a single class. Holders of shares of Common Stock on the record date are entitled to one vote for each share held (unless there is cumulative voting, as described below). The presence at the Annual Meeting, either in person or by proxy, of the holders of a majority of the shares of Common Stock issued, outstanding and entitled to vote is necessary to constitute a quorum for the transaction of business. Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum. In the event that, prior to the election of Directors, a Shareholder has given notice at the Annual Meeting of such Shareholder's intention to cumulate votes (i.e. to cast for any one or more candidates a number of votes for each share equal to the number of Directors to be elected) and the names of such candidate or candidates have been placed in nomination, then in electing Directors all Shareholders may cumulate their votes for candidates in nomination. Otherwise, no Shareholder shall be entitled to cumulate votes. The Company has not been advised that any Shareholder intends to give notice of intention to nominate a Director or to cumulate votes for Directors. In the event the Directors are to be elected by cumulative voting, the persons named in the accompanying form of proxy will have the discretion to cumulate votes and to distribute such votes among all nominees (or if authority to vote for any nominee or nominees has been withheld, among the remaining nominees, if any) in whatever manner they deem appropriate. Whether or not there is cumulative voting, the five candidates receiving the highest number of affirmative votes will be elected. Votes against a candidate and votes withheld have no legal effect. 1 If a choice is specified in the proxy as to the manner in which it is to be voted, the persons acting under the proxy will vote the shares of Common Stock represented thereby in accordance with such choice. If no choice is specified, the shares of Common Stock will be voted "FOR" the Directors nominated. In matters other than the election of Directors, under California law abstentions and broker non-votes are not counted for purposes of determining whether a proposal has been approved. For purposes of SEC Rule 16b-3, however, abstentions are treated as votes against the proposal while broker non-votes are not counted. In the event that sufficient votes in favor of the proposal are not received by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares of Common Stock present in person or by proxy at the Annual Meeting. The persons named the proxies will vote in favor of such adjournment or adjournments. The cost of preparing, assembling, printing and mailing the Proxy Statement, the Notice and the enclosed proxy form and the cost of soliciting proxies relating to the Annual Meeting will be borne by the Company. The Company will request banks, brokers, dealers and voting trustees or other nominees to solicit their customers who are beneficial owners of shares listed of record in names of nominees, and will reimburse them for the reasonable out-of-pocket expenses of such solicitations. The original solicitation of proxies by mail may be supplemented by telephone, telegram and personal solicitation by officers and other regular employees of the Company, but no additional compensation will be paid to such individuals on account of such activities. ELECTION OF DIRECTORS Nominees - -------- The Bylaws of the Company presently provide that the authorized number of Directors shall be no less than five and no more than nine and that the exact number of Directors shall be fixed from time to time by the Board of Directors. At present, the Board has fixed the number of Directors at five. At the Annual Meeting, five Directors will be elected to serve until the next Annual Meeting and until their successors are elected and qualified. The Board of Directors intends to nominate the five persons named below (each of whom currently serves as a Director until the Annual Meeting and until a successor has been elected and qualified) for election as Directors. Unless otherwise instructed the proxy holders intend to vote the shares of Common Stock represented by the proxies to cause the election of these nominees. All of these nominees have indicated that they are able and willing to serve as Directors, but if any nominee should refuse or be unable to serve, the proxy holders will vote for another person nominated by the Board of Directors. All of the nominees were elected at the Company's Annual Meeting of Shareholders. 2 Information Concerning Nominees - ------------------------------- The nominees are listed below, together with their ages, positions and offices with the Company.
Name Age Title ------------------------------------ -------- ------------------------------------------------------------------ Stuart Baker 68 Chairman of the Board, President and Director (*) William W. Holl 69 Chief Financial Officer, Treasurer, Secretary and Director Carl C. Roecks 66 Director Richard A. Butcher 59 Director (*) Gordon S. Marshall 80 Director (*)
(*) Member of the audit and compensation committees All directors are elected at the Annual Meeting of Shareholders to serve until the following Annual Meeting and until their successors are elected and have been qualified. Mr. Baker, a founder of the Company, has served the Company as a Director and President since its inception in 1971 and as its Chairman of the Board since 1993. Mr. Holl, a founder of the Company, has served the Company as a Director and as Treasurer and Secretary since its inception in 1971 and as Chief Financial Officer since 1978. Mr. Roecks, a founder and Director of the Company has served the Company in various engineering and management capacities since its inception in 1971. Since 1989 Mr. Roecks has been retired, and serves the Company on a part-time basis. Mr. Butcher was elected a Director of the Company in February 1984. From 1977 to the present, he has been a Group Managing Director of Marbaix (Holdings) Ltd., an equipment manufacturer and distributor, and the Managing Director of Automation Ltd., a wholly-owned subsidiary of Marbaix and the Company's exclusive distributor in Great Britain and Ireland. Mr. Marshall has served the Company as the Chairman of the Board from 1974 to 1993. Mr. Marshall is the founder and former Chairman of the Board of Marshall Industries, an electronics distribution company acquired by Avnet Electronics Marketing in 1999. 3 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the Company's Common Stock owned on December 31, 1999 by each person who is known by the Company to own beneficially more than 5% of the Company's Common Stock, by each of the Company's directors, executive officers, and by all directors and executive officers as a group. Directors, Officers Shares And 5% Shareholders Beneficially Owned (1) Percent ------------------- ---------------------- ------- Gordon S. Marshall 634,800 20.2% 9320 Telstar Avenue El Monte, CA 91731 Stuart C. Baker 409,800 (2) 13.1% 237 Via Vera Cruz San Marcos, CA 92069 Carl C. Roecks 202,700 (3) 6.5% 237 Via Vera Cruz San Marcos, CA 92069 Dimensional Fund Advisor 210,100 (4) 6.7% 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401 William W. Holl 150,000 (5) 4.8% 237 Via Vera Cruz San Marcos, CA 92069 Richard Butcher 500 (6) * Marbaix House, Bessemer Road Basingstoke, Hants RG21 3NT England, UK Harry Munn 8,000 * 237 Via Vera Cruz San Marcos, CA 92069 Daniel C. Finn 10,000 * 237 Via Vera Cruz San Marcos, CA 92069 Gregory D. Leiser 1,300 * 237 Via Vera Cruz San Marcos, CA 92069 All directors and officers as a group (8 persons) 1,417,100 45.2% * Not Meaningful 4 1) Except as indicated in other notes to this table, each shareholder listed has sole voting and dispositive power with respect to the shares beneficially owned, subject to applicable community property laws. 2) Represents shares held by the Baker Family Trust dated January 16, 1985 for which Mr. Baker and his wife are co-trustees. 3) Represents shares held by the Roecks Family Trust dated June 7, 1984 for which Mr. Roecks and his wife are co-trustees. 4) Information as of December 31, 1999 reported on Schedule 13G dated February 11, 2000 under the Securities Exchange Act of 1934. 5) Represents shares owned by Marbaix (Holdings) Ltd. Of which Mr. Butcher is Group Managing Director. 6) Represents shares held by the Holl Trust dated September 24, 1998 for which Mr. Holl and his wife are co-trustees. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Cash Compensation - ----------------- The following table sets forth information concerning cash compensation paid or accrued for services rendered during the year ended December 31, 1999 to each of the executive officers of the Company. I. SUMMARY COMPENSATION TABLE THE PURPOSE OF THIS TABLE IS TO SET FORTH IN SPECIFIC COLUMNAR FORM THE TOTAL COMPENSATION OF THE CEO/PRESIDENT AND THE ONLY EXECUTIVES WHO EARN MORE THAN $100,000 PER YEAR IN SALARY AND BONUSES.
LONG-TERM COMPENSATION - -------------------------------------------------------------------------- --------------------------------------------------------- ANNUAL COMPENSATION AWARDS PAYOUTS - ------------------------- ---------------------------------------------------- ------------------------ ------------- (a) (b) (c) (d) (e) (f) (g) (h) (i) (2) Other Restricted Name and (1) Annual Stock Options/ LTIP All Other Principal Position Year Salary ($) Bonus ($) Compensation Award(s) SARs Payouts ($) Compensation - ------------------------- --------- ------------ ----------- ----------------- ------------ ----------- -------------- ------------- Stuart C. Baker 1999 150,000 0 7,200 $0 0 $0 President 1998 150,000 10,725 7,200 $0 0 $0 1997 150,000 35,915 7,200 $0 0 $0 William W. Holl 1999 143,000 0 11,490 $0 0 $0 Chief Financial Officer 1997 143,000 10,225 11,490 $0 0 $0 1996 136,000 34,140 11,280 $0 0 $0 Harry A. Munn 1999 136,000 0 11,280 $0 0 $0 V.P. Marketing / Sales 1998 136,000 9,724 11,280 $0 0 $0 1997 136,000 13,768 11,280 $0 0 $0 Daniel C. Finn 1999 110,000 0 9,300 $0 0 $0 V.P. Machine Operations 1998 100,000 5,720 3,000 $0 0 $0 1997 100,000 13,473 3,000 $0 0 $0
(1) Bonuses are shown in the year paid and are based on the prior year's performance. (2) Includes a $7,200 car allowance for each named individual, plus the Company's matching contributions to Mr. Holl's, Mr. Munn's and Mr. Finn's participation in the Company's 401-K Plan. 5 Report of the Compensation Committee - ------------------------------------ The Committee, which determines and administers the compensation of the Company's executive officers endeavors to ensure that the compensation program for executive officers is effective in attracting and retaining the key executives responsible for the success of the corporation. The Committee takes into account various indicators of corporate and individual performance in determining the level of executive compensation, as net income, earnings per share and return on investment. The Committee also must establish base salaries of the President and other executive officers at levels considered appropriate in light of the duties and scope of responsibilities of each officer's position. The Committee may also grant stock options to executive officers and key employees. No options have been granted to Mr. Baker or to Mr. Holl. G. S. Marshall R. A. Butcher S. C. Baker 6 II. OPTION/ SAR GRANTS TABLE THIS TABLE SETS FORTH THE HYPOTHETICAL POTENTIAL VALUE OF OPTIONS GRANTED DURING THE LAST YEAR TO THOSE INDIVIDUALS NAMED IN TABLE I ASSUMING AN ANNUAL PRICE APPRECIATION OF 5% AND 10%.
Potential Realizable Value at Assumed Alternative Annual Rates of Stock to (f) & (g) Price Appreciation Grant Date Individual Grants for Option Term Value - ------------------------------------------------------------------------------------------------------------------------------------ (a) (b) (c) (d) (e) (f) (g) (h) % of Total Options/ Options/SARs Exercise Grant Date SARs Granted to or Base Expiration Present Name Granted Emp. in FY Price Date 5% ($) 10% ($) Value ($) - ------------------------------------------------------------------------------------------------------------------------------------ Stuart C. Baker 0 0 $0 $0 $0 $0 President - ------------------------------------------------------------------------------------------------------------------------------------ William W. Holl 0 0 $0 $0 $0 $0 Chief Financial Officer - ------------------------------------------------------------------------------------------------------------------------------------ Harry A. Munn 20,000/0 11% $1.6875 $21,225 $53,789 $0 V.P. Marketing & Sales - ------------------------------------------------------------------------------------------------------------------------------------ Daniel C. Finn 30,000/0 16% $1.5416 $29,083 $73,703 $0 V.P. Machine Operations - ------------------------------------------------------------------------------------------------------------------------------------
III. OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE THIS TABLE SETS FORTH INFORMATION ON THOSE INDIVIDUALS NAMES IN TABLE I AS TO THE OPTIONS EXERCISED DURING THE YEAR AND THE STATUS OF OUTSTANDING OPTIONS AT YEAR-END.
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value - ------------------------------------------------------------------------------------------------------------------------------------ (a) (b) (c) (d) (e) Value of Number of Unexercised Unexercised In-the-Money Options/SARs Options/SARs Shares Acquired Value At FY-End at FY-End ($) Exercise Realized Exercisable/ Exercisable/ Name (#) ($) Unexercisable Unexercisable - ------------------------------------------------------------------------------------------------------------------------------------ Stuart C. Baker 0 0 0 0 President - ------------------------------------------------------------------------------------------------------------------------------------ William W. Holl 0 0 0 0 Chief Financial Officer - ------------------------------------------------------------------------------------------------------------------------------------ Harry A. Munn 0 0 5,000/20,000 0 V.P. Marketing & Sales - ------------------------------------------------------------------------------------------------------------------------------------ Daniel C. Finn 0 0 0/30,000 $4,450/0 V.P. Machine Operations - ------------------------------------------------------------------------------------------------------------------------------------
7 IV. CORPORATE COMPARISON THE PURPOSE OF THIS TABLE IS TO COMPARE THE PERFORMANCE OF THE COMPANY'S STOCK AGAINST THE NASDAQ STOCK MARKET TOTAL RETURN INDEX (TRI). TOTAL RETURN INCLUDES STOCK APPRECIATION/DEPRECIATION PLUS DIVIDENDS. THE CHART ASSUMES $100 WAS INVESTED 5 YEARS AGO. THE TRI IS THE AVERAGE TOTAL RETURN OF ALL U.S. COMPANIES TRADED OVER THE NASDAQ STOCK MARKET. [CORPORATE COMPARISON GRAPH HERE] ------------------------------------------------------- YEAR AMISTAR NASDAQ AMISTAR U.S. SND-FINANCIAL SECTORS ------------------------------------------------------- 1994 $100.00 $100.00 $100.00 ------------------------------------------------------- 1995 $477.30 $141.33 $139.26 ------------------------------------------------------- 1996 $164.45 $173.89 $169.16 ------------------------------------------------------- 1997 $167.70 $213.07 $198.09 ------------------------------------------------------- 1998 $103.20 $300.25 $290.32 ------------------------------------------------------- 1999 $87.20 $542.43 $559.35 ------------------------------------------------------- 8 SAVINGS AND RETIREMENT PLAN - --------------------------- The Company maintains the Amistar Corporation Saving and Retirement Plan (the "Retirement Plan") which is a tax-qualified plan under the Internal Revenue Code (the "Code"). All employees (including officers of the Company) are eligible to participate in the Retirement Plan following the completion of one year of service. The Retirement Plan has been amended, effective as of January 1, 1983, to allow participants to elect to treat their contributions to the Retirement Plan as being either to a normal thrift plan or to a plan satisfying the requirements of Section 401(k) of the Code. Among other differences, contributions by participants to the Retirement Plan which the participant elects to treat as being to a normal thrift plan are not deductible for federal income tax purposes, while contributions which the participant elects to treat as being to a plan satisfying the requirement of Section 401(k) of the code are deductible. Participants under the Retirement Plan may make contributions under its normal thrift plan provisions of up to 6% of their gross compensation from the Company. Participants who elect to treat their contributions under the Section 401(k) provisions of the Retirement Plan may make contributions of similar amounts except that the maximum amount of contributions by certain highly compensated employees may be limited to a lower percentage of their compensation, depending upon the amount of contributions by other employees under the Section 401(k) provisions of the Retirement Plan. The Company is obligated to make a matching contribution to the Retirement Plan equal to 50% of the first 6% of compensation contributed by each participant. The Company will be entitled to a deduction for federal income tax purposes equal to the amount of the Company's matching contributions. Participants may also make additional non-deductible, non-matched contributions of up to 4% of their compensation. Participants are always fully vested in all of their contributions to the Retirement Plan (and in the earnings on such contributions), and participants attain a vested right to the Company's matching contributions made on their behalf to the Retirement Plan (and the earnings thereon) at the rate of 20% for each full year of service after one year until such participants are fully vested after six full years of service. STOCK OPTION PLAN - ----------------- In 1994, the Company's Board of Directors and common shareholders approved the 1994 Employee Stock Option Plan. The Plan allows for grants of options to purchase up to 310,000 shares of authorized but un-issued common stock. Stock options are granted with an exercise price equal to the stock's fair market value, generally vest over five years from the date of grant, and expire ten years after the date of grant. Options for 11,000 shares at $3.50, 10,000 shares at $3.00, 3,750 shares at $2.4375, 74,000 shares at $2.125, 20,000 shares at $1.5630 and 88,000 shares at $1.25 were outstanding at December 31, 1999, of which 11,500 are currently exercisable. 9 BONUS PLAN - ---------- The Compensation Committee of the Board of Directors instituted a bonus plan for executives of the Company effective with years beginning January 1, 1989. It provides that bonuses will be paid to certain executives of the Company based on a formula of before or after tax profits (whichever is larger) which exceed a five percent of sales. The formula is: bonus is a percentage of salary which equal 3, 4 or 5 times the percentage before or after tax return on sales in excess of five percent. In addition the Board may grant discretionary awards. Mr. Baker, Mr. Holl, Mr. Munn and Mr. Finn were in that plan. The Board authorized, and the Company accrued, $150,000 in bonuses based upon 1996 results, which were paid in 1997. On August 7, 1997 the Compensation Committee of the Board of Directors revised the bonus plan for executives of the Company effective with years beginning January 1, 1997. The revised plan provides that bonuses will be paid to certain executives of the Company based on a formula of after tax profits which exceed an eight percent return on equity, weighted 70% on the current year and 30% on the prior year. The formula is: bonus is a percentage of salary which equal 3, 4, or 5 times the percentage of after tax profits which exceeds an eight percent return on equity, weighted 70% on the current years performance and 30% on the prior years performance. All executive officers are in the plan. The Board authorized and the Company accrued $41,000 in bonuses which, was paid in 1998. No bonuses were accrued for each of the years ended December 31, 1998 and 1999. REMUNERATION OF DIRECTORS - ------------------------- Each non-employee director of the Company receives compensation of $2,500 per quarter and reimbursement of expenses incurred in serving as a director. CERTAIN TRANSACTIONS - -------------------- The Company purchases certain electronic components used in its products from Marshall Industries. Gordon S. Marshall, Director of the Company, is the former Chairman of the Board of Marshall Industries, which was acquired by Avnet Electronics Marketing in 1999. During 1999, purchases from Marshall Industries totaled $751,000. In addition the Company performs contract assembly of printed circuit boards for Marshall Industries. Sales in 1999 of contract assemblies to Marshall Industries were $285,000. The Company sells its products to Automation, Ltd., the Company's distributor for the U.K. and Ireland. Richard A. Butcher, a Director of the Company, is Managing Director of Automation, Ltd. Sales to Automation, Ltd. was $42,000 in 1999. 10 MISCELLANEOUS KPMG LLP served as independent auditors of the Company for fiscal 1999 and has been selected to serve in that capacity again during fiscal 2000. Shareholder Proposals - --------------------- Shareholder proposals complying with the applicable rules under the 1934 Act intended to be presented at the 2000 Annual Meeting of Shareholders of the Company must be received by the Company by February 1, 2000 to be eligible for inclusion in the Company's proxy materials for such meeting. Such proposals should be directed to the attention of the Secretary, Amistar Corporation, 237 Via Vera Cruz, San Marcos, CA 92069. Other Business - -------------- The Company is not aware of any other business to be presented at the Annual Meeting. All shares of Common Stock represented by proxies will be voted in favor of the proposals of the Company unless otherwise indicated on the form of proxy. If any other matters come before the meeting, proxy holders will vote thereon according to their best judgment. By Order of the Board of Directors /s/ William W. Holl ------------------- William W. Holl Secretary San Marcos, California March 24, 2000 11 -----END PRIVACY-ENHANCED MESSAGE-----