SUPERCONDUCTIVE COMPONENTS, INC.
NOTICE OF RESCHEDULED ANNUAL MEETING OF SHAREHOLDERS
to be held
August 22, 2007
and
PROXY STATEMENT
IMPORTANT
Please mark, sign and date your proxy
and promptly return it in the enclosed envelope.
S UPERCONDUCTIVE C OMPONENTS , I NC .
2839 Charter Street
Columbus, Ohio 43228
(614) 486-0261
NOTICE OF RESCHEDULED ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 22, 2007
July 19, 2007
To Our Shareholders:
The Annual Meeting of Shareholders of Superconductive Components, Inc. (the Company) will be held at our offices located at 2839 Charter Street, Columbus, Ohio 43228, on August 22, 2007, at 9:30 a.m. local time, for the following purposes:
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1. |
To elect five directors of the Company, each to serve for terms expiring at the next Annual Meeting of Shareholders; |
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2. |
To approve the change of the corporate name to SCI Engineered Materials, Inc., and to amend the Companys Articles of Incorporation. |
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3. |
To ratify the selection of the independent registered public accounting firm for the year ending December 31, 2007; and |
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4. |
To transact any other business which may properly come before the meeting or any adjournment thereof. |
Accompanying this Notice of Annual Meeting is a form of a Proxy, Proxy Statement, and a copy of our Form 10-KSB Annual Report for the year ended December 31, 2006, all to be mailed on or about July 19, 2007.
Our Board of Directors has fixed July 12, 2007, as the record date for the determination of shareholders entitled to notice and to vote at the annual meeting and any adjournment thereof. A list of shareholders will be available for examination by any shareholder at the annual meeting and for a period of 10 days before the annual meeting at our executive offices.
You will be most welcome at the annual meeting and we hope you can attend. Our directors and officers as well as representatives of our registered independent public accounting firm are expected to be present to answer your questions and to discuss the Companys business.
We urge you to execute and return the enclosed proxy as soon as possible so that your shares may be voted in accordance with your wishes. If you attend the annual meeting, you may cast your vote in person and your proxy will not be used. If your shares are held in an account at a brokerage firm or bank, you must instruct them on how to vote your shares.
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By Order of the Board of Directors, |
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Daniel Rooney |
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Chairman of the Board of Directors, |
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President and Chief Executive Officer |
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PLEASE SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
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SUPERCONDUCTIVE COMPONENTS, INC.
2839 Charter Street
Columbus, Ohio 43228
PROXY STATEMENT
RESCHEDULED ANNUAL MEETING OF SHAREHOLDERS
August 22, 2007
This proxy statement is furnished to the shareholders of Superconductive Components, Inc., an Ohio corporation (the Company), in connection with the solicitation of proxies to be used in voting at the Annual Meeting of Shareholders to be held at our executive offices located at 2839 Charter Street, Columbus, Ohio 43228 on August 22, 2007 at 9:30 a.m., and at any adjournment or postponement thereof (the Annual Meeting). The enclosed proxy is being solicited by our Board of Directors. This proxy statement and the enclosed proxy will be first sent or given to our shareholders on approximately July 19, 2007.
We will bear the cost of the solicitation of proxies, including the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of stock. Representatives of the Company may solicit proxies by mail, telegram, telephone, fax, or personal interview.
The shares represented by the accompanying proxy will be voted as directed if the proxy is properly signed and received by us prior to the Annual Meeting. If no directions are made to the contrary, the proxy will be voted FOR the election of Daniel Rooney, Robert J. Baker, Jr., Walter J. Doyle, Robert H. Peitz, and Edward W. Ungar as directors of the Company and, at the discretion of persons acting under the proxy, to approve the change of the Corporate name to SCI Engineered Materials, Inc., to ratify the selection of Hausser + Taylor LLC as our independent registered public accounting firm for the year ending December 31, 2007 and to transact such other business as may properly come before the meeting or any adjournment thereof. Any shareholder voting the accompanying proxy has the power to revoke it at any time before its exercise by giving notice of revocation to us, by duly executing and delivering to us a proxy card bearing a later date, or by voting in person at the annual meeting. The officers, directors, and nominees for directors of the Company are the beneficial owners of 26.1% of the Companys issued and outstanding shares. The officers, directors and nominees for directors of the Company have indicated that they will vote in favor of each nominee for director, in favor of the name change of the Company and in favor of the ratification of the selection of the independent public accountants of the Company.
Only holders of record of our common stock at the close of business on July 12, 2007 will be entitled to vote at the Annual Meeting. At that time, we had 3,467,100 shares of common stock outstanding and entitled to vote. Each share of our common stock outstanding on the record date entitles the holder to one vote on each matter submitted at the Annual Meeting.
The presence, in person or by proxy, of a majority of the outstanding shares of our common stock is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Broker non-votes occur when brokers, who hold their customers shares in street name, sign and submit proxies for such shares and vote such shares on some matters, but not others. Typically, this would occur when brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to vote on routine matters, which typically include the election of directors.
The proposal to ratify the selection of the independent registered public accounting firm for the year ending December 31, 2007, is considered a routine matter and broker/dealers who hold their customers shares in street name may, under the applicable rules of the exchanges and other self-regulatory organizations of which such broker/dealers are members, sign and submit proxies for such shares and may vote such shares on this matter. The proposal to approve the change of the corporate name to SCI Engineered Materials, Inc. is not considered a routine matter and broker/dealers who hold their customers shares in street name may not vote such shares on this matter.
The election of the director nominees requires the favorable vote of a plurality of all votes cast by the holders of our common stock at a meeting at which a quorum is present. Proxies that are marked Withhold Authority and broker non-votes will not be counted toward such nominees achievement of a plurality and thus will have no effect. The amendment of the Articles of Incorporation of the Company to change the name of the Company to SCI Engineered Materials, Inc. requires a favorable vote of a majority of the voting power of the Company. Each other matter to be submitted to the shareholders for approval or ratification at the Annual Meeting requires the affirmative vote of the holders of a majority of our common stock present and entitled to vote on the matter. For purposes of determining the number of shares of our common stock voting on the matter, abstentions will be counted and will have the effect of a negative vote; broker non-votes will not be counted and thus will have no effect.
ELECTION OF DIRECTORS
Our Restated Code of Regulations provides that the number of directors shall be fixed by the Board. The total number of authorized directors currently is fixed at five. The nominees for director, if elected, will serve for one-year terms expiring at the next Annual Meeting of Shareholders. Daniel Rooney, Robert J. Baker, Jr., Walter J. Doyle, Robert H. Peitz, and Edward W. Ungar currently serve as directors of the Company and are being nominated by the Board of Directors for re-election as directors.
It is intended that, unless otherwise directed, the shares represented by the enclosed proxy will be voted FOR the election of Messrs. Rooney, Baker, Doyle, Peitz, and Ungar as directors. In the event that any nominee for director should become unavailable, the number of directors of the Company may be decreased pursuant to the Restated Code of Regulations or the Board of Directors may designate a substitute nominee, in which event the shares represented by the enclosed proxy will be voted for such substitute nominee.
The Board of Directors recommends that the shareholders vote FOR the election of the nominees for director.
The following table sets forth each nominees name, age, and his position with the Company:
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Name |
Age |
Position |
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Daniel Rooney |
53 |
Chairman of the Board of Directors, President and Chief Executive Offfvicer |
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Robert J. Baker, Jr. |
67 |
Director |
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Walter J. Doyle |
72 |
Director |
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Robert H. Peitz |
46 |
Director |
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Edward W. Ungar |
70 |
Director |
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Daniel Rooney has served as a Director of our Company since joining us in March 2002 as President and Chief Executive Officer. Mr. Rooney was elected as the Chairman of the Board of Directors of our Company on January 8, 2003. Prior to joining us, Mr. Rooney was General Manager for Johnson Matthey, Color and Coatings Division, Structural Ceramics Sector North America from 1994 to 2001. Prior to that, Mr. Rooney held various management positions at TAM Ceramics, Inc., a Cookson Group Company. Mr. Rooney has a Bachelor of Science in Ceramic Engineering from Rutgers College of Engineering and an MBA from Niagara University.
Robert J. Baker, Jr., Ph.D. has served as a Director of our Company since 1992. Dr. Baker is the president and founder of Venture Resources International and the co-founder of Business Owners Consulting Group, which assist companies in the development of growth strategies, including marketing position and competitive strategies. Dr. Baker is currently a visiting member of the Capital University faculty serving the MBA program. Dr. Baker graduated from the University of Illinois with B.S., M.S., and Ph.D. degrees in Ceramic Engineering. In addition, he is a Sloan Fellow at MIT where he earned a Management Science degree.
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Edward W. Ungar has been a Director of our Company since 1990. Mr. Ungar is the President and founder of Taratec Corporation, a technology business-consulting firm in Columbus, Ohio. Prior to forming Taratec Corporation in 1986, Mr. Ungar was an executive with Battelle Memorial Institute. Mr. Ungar earned Ph.D. and M.S. degrees in Mechanical Engineering from The Ohio State University and a B.M.E. in Mechanical Engineering from The City College of New York.
Walter J. Doyle has served as a Director of our Company since 2004. Mr. Doyle is the President of Forest Capital, an angel capital firm. Previously, Mr. Doyle was President and CEO of Industrial Data Technologies Corp. for 21 years. Mr. Doyle earned an Electrical Engineering degree from City College of New York and an MBA from the Harvard Business School.
Robert H. Peitz has served as a Director of our Company since 2004. Prior to being appointed as a director of our Company, Mr. Peitz was a managing director and head of financial markets for PB Capital. Mr. Peitzs 15 years of experience at PB Capital include 10 years as Treasurer. Mr. Peitz is a graduate of the University of Cincinnati with a Bachelor of Arts in Economics. Mr. Peitz also has an MBA from the American Graduate School of International Management. He also attended the European Business School and completed the Executive Development Program at the Kellogg School of Management at Northwestern University.
The Board of Directors is seeking an individual(s) to strengthen our board.
INFORMATION CONCERNING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS,
AND
Meetings and Compensation of the Board of Directors
Our Board of Directors had a total of ten meetings during the year ended December 31, 2006. During 2006, all directors attended all of the meetings of the Board of Directors. Additionally, each director attended all meetings held by all committees of the Board of Directors, on which he served. Directors who are employed by us receive no compensation for serving as directors.
As compensation for their service as directors of our Company, non-employee directors may periodically receive cash, grants of stock or grants of stock options with an exercise price equal to the fair market value of our common stock on the date of grant and a ten-year term. Directors are also reimbursed for all reasonable out-of-pocket expenses. On December 16, 2005, for services to be performed in 2006, each of Messrs. Baker, Jr., Doyle, Peitz and Ungar received an option to purchase 10,000 shares of our common stock, exercisable on or after December 16, 2006 and expiring 10 years from the date of grant at a price of $4.00 per share.
It is our expectation that all members of the Board of Directors attend the Annual Meeting of Shareholders. All members of our Board of Directors were present at our 2006 Annual Meeting of Shareholders.
Shareholder Communication
Our Board of Directors welcomes communications from shareholders. Shareholders may send communications to the Board of Directors or to any director in particular, c/o Gerald S. Blaskie, Superconductive Components, Inc., 2839 Charter Street, Columbus, Ohio 43228. Any correspondence addressed to the Board of Directors or to any one of our directors in care of our offices will be forwarded to the addressee without review by management.
Committees of the Board of Directors
We have an Audit Committee and a Stock Option and Compensation Committee (the Compensation Committee).
The Audit Committee consults with our Chief Financial Officer and other key members of our management and with our independent auditors with regard to the plan of audit; reviews, in consultation with the independent auditors, their report of audit, or proposed report of audit and the accompanying management letter, if any; and consults with our Chief Financial Officer and other key members of our management and with our independent auditors with
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regard to the adequacy of the internal accounting controls. The Chairman of the Audit Committee is Mr. Ungar, and the members are Messrs. Baker and Doyle. The Audit Committee met one time during 2006. The Board of Directors has not adopted a charter for the Audit Committee. The Board of Directors has determined that Messrs. Doyle and Ungar qualify as audit committee financial experts as that term is defined in Item 401(e) of Regulation S-B. Messrs. Doyle and Ungar and Dr. Baker each meet the criteria for audit committee independence as defined in NASDAQ Rule 4350, and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.
The Compensation Committee of the Board of Directors reviews executive compensation and administers our stock incentive and incentive compensation performance plans. The Chairman of the Compensation Committee is Dr. Baker and the members are Messrs. Doyle and Ungar. The Compensation Committee met three times during 2006.
Due to the limited size of our Board of Directors, the Board of Directors has determined that it is not necessary to establish a nominating committee. Nominations for directors are considered by the entire Board of Directors. The directors take a critical role in guiding the strategic direction and oversee the management of the Company. Director candidates are considered based on various criteria, such as their broad based business and professional skills and experiences, a global business and social perspective, concern for long term interests of shareholders, and personal integrity and judgment. In addition, directors must have available time to devote to Board activities and to enhance their knowledge of the industry.
Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company. Recent developments in corporate governance and financial reporting have resulted in an increased demand for such highly qualified and productive public company directors.
The Board of Directors will consider the recommendations of shareholders regarding potential director candidates. In order for shareholder recommendations regarding possible director candidates to be considered by the Board of Directors:
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such recommendations must be provided to the Board of Directors c/o Gerald S. Blaskie, Superconductive Components, Inc., 2839 Charter Street, Columbus, Ohio 43228, in writing at least 120 days prior to the date of the next scheduled annual meeting; |
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the nominating shareholder must meet the eligibility requirements to submit a valid shareholder proposal under Rule 14a-8 of the Securities Exchange Act of 1934, as amended; and |
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the shareholder must describe the qualifications, attributes, skills or other qualities of the recommended director candidate. |
Compensation Committee Interlocks and Insider Participation
None of our executive officers have served:
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as a member of the Compensation Committee of another entity which has had an executive officer who has served on our Compensation Committee; |
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as a director of another entity which has had an executive officer who has served on our Compensation Committee; or |
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as a member of the Compensation Committee of another entity which has had an executive officer who has served as one of our directors. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code gives a corporation incorporated under the laws of Ohio power to indemnify any person who is or has been a director, officer or employee of that corporation, or of another corporation at the request of that corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, criminal or civil, to which he is or may be made a party because of being or having been such director, officer, employee or
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agent, provided that in connection therewith, such person is determined to have acted in good faith in what he reasonably believed to be in or not opposed to the best interest of the corporation of which he is a director, officer, employee or agent and without reasonable cause, in the case of a criminal matter, to believe that his conduct was unlawful. The determination as to the conditions precedent to the permitted indemnification of such person is made by the directors of the indemnifying corporation acting at a meeting at which, for the purpose, any director who is a party to or threatened with any such action, suit or proceeding may not be counted in determining the existence of a quorum and may not vote. If, because of the foregoing limitations, the directors are unable to act in this regard, such determination may be made by the majority vote for the corporations voting shareholders (or without a meeting upon two-thirds written consent of such shareholders), by judicial proceeding or by written opinion of legal counsel not retained by the corporation or any person to be indemnified during the five years preceding the date of determination.
Section 1701.13(E) of the Ohio Revised Code further provides that the indemnification thereby permitted shall not be exclusive of, and shall be in addition to, any other rights that directors, officers, employees or agents have, including rights under insurance purchased by the corporation.
Article 5 of the Companys Restated Code of Regulations contains extensive provisions related to indemnification of officers, directors, employees and agents. The Company is required to indemnify its directors against expenses, including attorney fees, judgments, fines and amounts paid in settlement of civil, criminal, administrative, and investigative proceedings, if the director acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company. When criminal proceedings are involved, indemnification is further conditioned upon the director having no reasonable cause to believe that his conduct was unlawful.
Entitlement of a director to indemnification shall be made by vote of the disinterested directors of the Company. If there are an insufficient number of such directors to constitute a quorum, the determination to indemnify directors shall be made by one of the following methods: (1) a written opinion of independent legal counsel, (2) vote by the shareholders, or (3) by the court in which the action, suit or proceeding was brought.
The Company may pay the expenses, including attorney fees of any director, as incurred, in advance of a final disposition of such action, suit or proceeding, upon receipt by the Company of an undertaking by the affected director(s) in which he (they) agree(s) to cooperate with the Company concerning the action, suit or proceeding, and agree(s) to repay the Company in the event that a court determines that the directors action, or failure to act, involved an act, or omission, undertaken with reckless disregard for the best interests of the Company.
The indemnification provisions of the Articles of Incorporation relating to officers, employees and agents of the Company are similar to those relating to directors, but are not mandatory in nature. On a case-by-case basis, the Company may elect to indemnify them, and may elect to pay their expenses, including attorney fees, in advance of a final disposition of the action, suit or proceeding, upon the same conditions and subject to legal standards as relate to directors. These indemnification provisions are also applicable to actions brought against directors, officers, employees and agents in the right of the Company. However, no indemnification shall be made to any person adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless, and only to the extent that a court determines, that despite the adjudication of liability, but in view of all of the circumstances of the case, shall deem proper. The Company currently carries directors and officers insurance in the amount of one million dollars.
The above discussion of the Companys Restated Code of Regulations and of Section 1701.13(E) of the Ohio Revised Code is not intended to be exhaustive and is respectively qualified in its entirety by such documents and statutes.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to directors, officers and controlling persons of the Company issuer pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
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REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee consults with our Chief Financial Officer and other key members of our management and with our independent auditors with regard to the plan of audit; reviews, in consultation with the independent auditors, their report of audit, or proposed report of audit and the accompanying management letter, if any; and consults with our Chief Financial Officer and other key members of our management and with our independent auditors with regard to the adequacy of the internal accounting controls.
In fulfilling its responsibilities, the Audit Committee selected Hausser + Taylor LLC as our independent accountants for purposes of auditing our financial statements for 2006. The Audit Committee has reviewed and discussed with management and the independent auditors our audited financial statements; discussed with the independent auditors the matters required to be discussed by Codification of Statements on Auditing Standards No. 61; received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1; and discussed with the independent accountants their independence from our Company.
Based on the reviews and discussions with management and Hausser + Taylor LLC, the Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission.
The Board of Directors evaluated the independence of each member of the Audit Committee. As part of its evaluation, the Board of Directors determined, in the exercise of its business judgment, that Messrs. Ungar and Doyle, and Dr. Baker are independent under Rule 4350(d) of the Nasdaq Stock Market and are financially literate each in his own capacity.
Based upon its work and the information received in the inquiries outlined above, the Audit Committee is satisfied that its responsibilities for the period ended December 31, 2006, were met and that our financial reporting and audit processes are functioning effectively.
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Submitted by the Audit Committee of the Board of Directors: |
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Robert J. Baker, Jr. |
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Walter J. Doyle |
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Edward W. Ungar |
Executive Officers
In addition to Mr. Rooney, the following persons serve as executive officers of the Company:
Gerald S. Blaskie , age 49, has served as our Chief Financial Officer since April 2001. On March 2, 2006, our Board of Directors appointed Mr. Blaskie to the position of Vice President and Chief Financial Officer. Prior to joining us, Mr. Blaskie was the Controller at Cable Link, Inc. from February 2000 to March 2001. From 1997 to 2000, he was the Plant Manager at Central Ohio Plastics Corporation, where he also served as Controller from 1993 to 1997. Mr. Blaskie earned a B.S. degree in Accounting from Central Michigan University and passed the CPA exam in the State of Ohio.
Scott Campbell , Ph.D ., age 49, has served as our Vice President of Technology since March 2005. Dr. Campbell served as our Vice-President of Research and Engineering from July 2004 to March 2005. Dr. Campbell joined us in July 2002 as our Technical Director. Prior to joining us, he was Senior Research Manager at Oxynet, Inc. for five years. Dr. Campbell earned his Ph.D., Metallurgy, from the University of Illinois at Chicago. In addition, he earned M.S. and B.S. degrees in Ceramic Engineering from The Ohio State University. He is a member of the American Ceramic Society.
Michael K. Barna , age 50, has served as Vice President, Sales-Photonics, since March 2, 2006. Mr. Barna joined us as Director of Sales and Marketing in January 2004. Prior to joining us, Mr. Barna had more than 20 years of experience in thin film sales, including major account sales of Physical Vapor Deposition equipment, high purity targets
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and evaporation materials for these systems, hybrid microelectronic, telecommunications, and the commercial glass coating markets. Mr. Barna earned a B.S. degree in Mechanical Engineering from the University of Kentucky.
Officers are elected annually by our Board of
Ownership of Common Stock by Directors and Executive Officers
The following table sets forth, as of June 26, 2007, the beneficial ownership of the Companys common stock by each of the Companys directors, each executive officer named in the Summary Compensation Table, and by all directors and executive officers as a group.
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Name of Beneficial Owner (1) |
Number of Shares
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Percentage of
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Robert H. Peitz (4) |
512,772 |
14.2% |
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Daniel Rooney (5) |
135,300 |
3.8% |
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Walter J. Doyle (6) |
108,419 |
3.1% |
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Robert J. Baker, Jr. (7) |
73,232 |
2.1% |
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Scott Campbell (8) |
66,000 |
1.9% |
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Edward W. Ungar (9) |
54,369 |
1.5% |
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Michael K. Barna (10) |
52,000 |
1.5% |
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All directors and executive officers as a group (8 persons) (11) |
1,058,092 |
26.1% |
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(1) The address of all directors and executive officers is c/o Superconductive Components, Inc., 2839 Charter Street, Columbus, Ohio 43228.
(2) For purposes of the above table, a person is considered to beneficially own any shares with respect to which he exercises sole or shared voting or investment power or as to which he has the right to acquire the beneficial ownership within 60 days of June 26, 2007. Unless otherwise indicated, voting power and investment power are exercised solely by the person named above or shared with members of his or her household.
(3) Percentage of Class is calculated by dividing the number of shares beneficially owned by the total number of outstanding shares of the Company on June 26, 2007, plus the number of shares such person has the right to acquire within 60 days of June 26, 2007.
(4) Includes 154,712 common shares, which may be acquired by Mr. Peitz under stock options and stock purchase warrants exercisable within 60 days of June 26, 2007.
(5) Includes 128,000 common shares, which may be acquired by Mr. Rooney under stock options exercisable within 60 days of June 26, 2007 and 7,300 shares which are held in Mr. Rooneys IRA.
(6) Includes 24,250 common shares, which may be acquired by Mr. Doyle under stock purchase warrants exercisable within 60 days of June 26, 2007.
(7) Includes 51,000 common shares, which may be acquired by Dr. Baker under stock options exercisable within 60 days of June 26, 2007, and 16,063 shares which are held in Dr. Bakers IRA.
(8) Includes 66,000 common shares, which may be acquired by Dr. Campbell under stock options exercisable within 60 days of June 26, 2007.
(9) Includes 51,000 common shares, which may be acquired by Mr. Ungar under stock options exercisable within 60 days of June 26, 2007.
(10) Includes 52,000 common shares, which may be acquired by Mr. Barna under stock options exercisable within 60 days of June 26, 2007.
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(11) Includes 582,962 common shares, which may be acquired under stock options and stock purchase warrants
Ownership of Common Stock by Principal Shareholders
The following table sets forth information as of June 26, 2007, relating to the beneficial ownership of common stock by each person known by the Company to own beneficially more than 5% of the outstanding shares of common stock of the Company.
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Name of Beneficial Owner (1) |
Number of Shares
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Percentage of
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Robert H. Peitz (4) |
512,772 | 14.2% | ||
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Daniel Funk (5) |
403,629 | 11.4% | ||
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Laura Shunk (6) |
403,078 | 11.3% | ||
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Thomas G. Berlin (7) |
396,560 | 11.2% | ||
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Curtis A. Loveland (8) |
334,956 | 9.5% | ||
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Windcom Investments SA (9) |
332,810 | 9.5% | ||
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Lake Street Fund L.P. (10) |
310,300 | 8.8% | ||
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Berlin Capital Growth L.P. (11) |
278,860 | 7.9% | ||
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Mid South Investor Fund L.P. (12) |
250,000 | 7.1% | ||
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Ingeborg Funk Childrens Trust (13) |
199,162 | 5.7% |
(1) The address of Robert H. Peitz is c/o Superconductive Components, Inc., 2839 Charter Street, Columbus, Ohio 43228. The address of Daniel Funk is 2123 Auburn Avenue, Suite 322, Cincinnati, Ohio 45219. The address of Laura Shunk is PO Box 490, Chesterland, Ohio 44026. The address of Thomas G. Berlin is c/o Berlin Financial Ltd., 1325 Carnegie Avenue, Cleveland, Ohio 44115. The address of Curtis A. Loveland is c/o Porter, Wright, Morris & Arthur LLP, 41 South High Street, Columbus, Ohio 43215. The address of Windcom Investments SA is Corso Elvezia 25, 6900 Lugan, CH. The address of Lake Street Fund L.P. is 600 South Lake Avenue, Suite 100, Pasadena, California 91106. The address of Berlin Capital Fund, L.P. is c/o Thomas G. Berlin, Berlin Financial Ltd., 1325 Carnegie Avenue, Cleveland, Ohio 44115. The address of Mid South Investor Fund L.P. is 1776 Peachtree St. NW, Suite 412 North, Atlanta, Georgia 30309. The address of the Ingeborg Funk Childrens Trust is c/o Tom Cummiskey, Park National Bank, 50 N. 3 rd Street, Newark, Ohio 43058.
(2) For purposes of this table, a person is considered to beneficially own any shares with respect to which he or she exercises sole or shared voting or investment power or as to which he or she has the right to acquire the beneficial ownership within 60 days of June 26, 2007. Unless otherwise indicated, voting power and investment power are exercised solely by the person named above or shared with members of his or her household.
(3) Percentage of Class is calculated by dividing the number of shares beneficially owned by the total number of outstanding shares of the Company on June 26, 2007, plus the number of shares such person has the right to acquire within 60 days of June 26, 2007.
(4) Includes 154,712 common shares, which may be acquired by Mr. Peitz under stock options and stock purchase warrants exercisable within 60 days of June 26, 2007.
(5) Includes 84,202 common shares, which may be acquired by Dr. Funk under stock options and stock purchase warrants exercisable within 60 days of June 26, 2007.
(6) Includes 111,111 common shares, which may be acquired by Ms. Shunk under stock options and stock purchase warrants exercisable within 60 days of June 26, 2007.
(7) Mr. Berlins ownership includes 278,860 shares of common stock beneficially owned by Berlin Capital Growth L.P., of which 52,083 shares of common stock can be acquired under stock purchase warrants exercisable within 60 days of June 26, 2007. Mr. Berlin has shared voting and dispositive power over the shares of common stock in this limited partnership as the controlling principal of Berlin Capital Growth L.P. Mr. Berlins ownership also includes 20,833 shares of common stock, which can be acquired by Mr. Berlin under stock purchase warrants exercisable within 60 days of June 26, 2007.
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(8) Includes 51,000 shares of common stock, which can be acquired by Mr. Loveland under stock options exercisable within 60 days of June 26, 2007.
(9) Based on the Schedule 13G/A filed on February 14, 2005, Dr. Karl Kohlbrenner, CEO of Windcom Investments SA, has voting and dispositive power over the shares of common stock on behalf of the Company. Windcom Investments SAs ownership includes 20,286 shares of common stock, which can be acquired by Windcom Investments SA under stock purchase warrants exercisable within 60 days of June 26, 2007.
(10) Includes 62,500 shares of common stock, which can be acquired by Lake Street Fund L.P. under stock purchase warrants exercisable within 60 days of June 26, 2007.
(11) Includes 52,083 shares of common stock, which can be acquired by Berlin Capital Growth L.P. under stock purchase warrants exercisable within 60 days of June 26, 2007.
(12) Includes 50,000 shares of common stock, which can be acquired by Mid South Investor Fund L.P. under stock purchase warrants exercisable within 60 days of June 26, 2007.
(13) Includes 43,750 shares of common stock, which can be acquired by the
Executive Compensation
The following summary compensation table sets forth information regarding compensation paid during 2006 to our Principal Executive Officer, and our two most highly compensated officers other than the principal executive officer.
SUMMARY COMPENSATION TABLE
|
Name and principal position |
Year | Salary | Bonus |
Stock
awards |
Option
awards (d) |
Non-equity
incentive plan compensation |
All other
compensation |
Total | ||||||||||||||||
|
PEO Daniel Rooney |
2006 | $ | 149,615 | $ | 0 | $ | 0 | $ | 45,395 | $ | 37,477 | (a) | $ | 0 | $ | 232,487 | ||||||||
|
VP- Sales Photonics Michael K. Barna |
2006 | 86,404 | 0 | 0 | 30,260 | 93,240 | (b) | 0 | 209,904 | |||||||||||||||
|
VP-Technology Scott Campbell |
2006 | 114,230 | 0 | 0 | 15,132 | 6,000 | (c) | 0 | 135,362 | |||||||||||||||
|
a- |
Deferred under our incentive compensation plan; paid in 2007. |
|
b- |
$34,420 deferred under our incentive compensation plan; paid in 2007. |
|
c- |
$3,000 deferred under our incentive compensation plan; paid in 2007. |
|
d- |
Options granted under our 2006 Stock Option Plan Mr. Rooney 15,000 shares; Mr. Barna 10,000 shares; Mr. Campbell 5,000 shares. The shares vest 20% per year beginning June 19, 2007 and the weighted average fair values at date of grant were $3.03 and were estimated using the Black-Scholes option valuation model with the following assumptions: Interest rate of 5%; Volatility of 107.55%; and Dividend yield of 0%. |
Salaries
The salaries of the Named Executive Officers are reviewed on an annual basis. Increases in salary are based on an evaluation of the individuals performance and level of pay compared to general industry peer group pay levels. Merit increases normally take effect on January 1 st of each year.
9
Executive Annual Incentive Plan
Mr. Rooney received the following incentive compensation award for services during 2006: (i) $10,819 upon attaining a gross profit of a certain amount (as determined from the audited statements), (ii) $20,000 for attaining an adjusted gross profit of a certain amount and (iii) 2% of adjusted gross profit in excess of a certain amount. Adjusted gross profit is defined as the gross profit from the audited statements plus depreciation expense.
Mr. Barna received the following incentive compensation award for services during 2006: (i) $51,098 for attaining and exceeding quarterly bookings goals, (ii) $32,642 for attaining and exceeding quarterly gross profit goals, (iii) $3,000 for the Company exceeding quarterly revenue and net income goals and (iv) $6,500 for exceeding annual booking and gross profit goals and for the Company exceeding annual revenue and net income goals.
Mr. Campbell received the following incentive compensation award for services during 2006: (i) $1,000 for reducing scrap a specified amount , (ii) $1,000 for the Company meeting specified on-time delivery goals; (iii) $3,000 for the Company exceeding quarterly revenue and net income goals and (iv) $1,000 for the Company exceeding annual revenue and net income goals.
Employment Agreement for Principal Executive Officer
The Principal Executive Officer, Mr. Daniel Rooney has an employment contract that entitles him to 100% of his compensation for six months following his termination without cause. Following the initial six-month period after his termination, Mr. Rooney is also entitled to receive six months of pay at a rate of 50% of his compensation at the time of his termination.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| OPTION AWARDS | STOCK AWARDS | ||||||||||||||||||||||
|
Name and Principal
|
Number of
|
Number of
|
Equity
|
Option
|
Option
|
Number of
|
Market
|
Total
|
Market or
|
||||||||||||||
|
PEO Daniel Rooney |
100,000 | 0 | 0 | $ | 1.55 | 3-1-12 | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
|
Rooney |
10,000 | 0 | 0 | 2.60 | 1-21-14 | 0 | 0 | 0 | 0 | ||||||||||||||
|
Rooney |
15,000 | 0 | 0 | 2.40 | 3-8-15 | 0 | 0 | 0 | 0 | ||||||||||||||
|
Rooney |
0 | 15,000 | (a) | 0 | 3.25 | 6-19-16 | 15,000 | 0 | 0 | 0 | |||||||||||||
|
VP- Sales Photonics Michael K. Barna |
40,000 | 0 | 0 | 2.85 | 4-28-14 | 0 | 0 | 0 | 0 | ||||||||||||||
|
Barna |
10,000 | 0 | 0 | 2.40 | 3-8-15 | 0 | 0 | 0 | 0 | ||||||||||||||
|
Barna |
0 | 10,000 | (a) | 0 | 3.25 | 6-19-16 | 10,000 | 0 | 0 | 0 | |||||||||||||
|
VP-Technology Scott Campbell |
50,000 | 0 | 0 | 1.55 | 7-15-12 | 0 | 0 | 0 | 0 | ||||||||||||||
|
Campbell |
5,000 | 0 | 0 | 2.60 | 1-21-14 | 0 | 0 | 0 | 0 | ||||||||||||||
|
Campbell |
10,000 | 0 | 0 | 2.40 | 3-8-15 | 0 | 0 | 0 | 0 | ||||||||||||||
|
Campbell |
0 | 5,000 | (a) | 0 | 3.25 | 6-19-16 | 5,000 | 0 | 0 | 0 | |||||||||||||
a Options granted June 19, 2006 vest in five equal annual installments on each anniversary of the date of the grant beginning June 19, 2007.
10
Stock Options
At our 2006 Annual Meeting, our shareholders approved our 2006 Stock Incentive Plan (the 2006 Plan). The purpose of