SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of
The Securities Exchange Act of 1934
Filed
by the Registrant
x
Filed by a Party other than the Registrant
Check the appropriate box
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the
Commission Only
(as permitted by
Rule 14a-6(e)(2))
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x
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Definitive
Material Pursuant
to §240.14a-12
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INRAD
OPTICS, INC.
(Name of Registrant as Specified In Its
Certificate of Incorporation)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee
computed on table
below per Exchange
Act Rules 14a-6(i)(4)
and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant t to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee
paid previously
with preliminary
materials.
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¨
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Check
box if any part
of the fee is offset
as provided by
Exchange Act Rule
0-11(a)(2) and
identify the filing
for which the offsetting
fee was paid previously.
Identify the previous
filing by registration
statement number,
or the Form or
Schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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SCHEDULE 14A INFORMATION
INRAD OPTICS, INC.
(Formerly Photonic Products Group, Inc.)
181 Legrand Avenue
Northvale, New Jersey 07647
Notice of Annual Meeting of Shareholders
To be held on Wednesday, June 13, 2012
To The Shareholders of Inrad Optics, Inc.:
NOTICE IS HEREBY GIVEN that the Annual
Meeting of Shareholders of INRAD OPTICS, INC. (the "Company") will be held at the offices of the Company, 181 Legrand
Avenue, Northvale, New Jersey 07647, on Wednesday, June 13, 2012 at 10:00 a.m. for the following purposes:
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1.
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To elect two directors, named herein,
to hold office for a term of three years;
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2.
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To ratify the appointment of Holtz
Rubenstein Reminick, LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2012;
and
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3.
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To transact such other business
as may properly come before the meeting or any adjournment thereof.
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The Board of Directors has fixed the close of business on April
18, 2012, as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting.
We urge you to vote your shares over
the Internet or through the mail at your earliest convenience.
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By Order of the Board of Directors
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/s/ William J. Foote
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William J. Foote, Secretary
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Northvale, New Jersey
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April 30, 2012
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INRAD OPTICS, INC.
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181 Legrand Avenue
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Northvale, NJ 07647
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PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS
Wednesday, June 13, 2012
This proxy statement is being furnished
in connection with the solicitation of proxies by the Board of Directors (the “Board”) of INRAD OPTICS, INC., a New
Jersey corporation with its principal offices at 181 Legrand Avenue, Northvale, New Jersey 07647 (the "Company"), to
be used at the Annual Meeting of Shareholders of the Company to be held at the offices of the Company, 181 Legrand Avenue, Northvale,
New Jersey, 07647 on Wednesday, June 13, 2012 at 10:00 a.m. This Proxy Statement and the enclosed form of proxy are first being
sent to shareholders on or about May 10, 2012.
Shareholders
Entitled to Vote
Only shareholders of record at the close
of business on April 18, 2012, the record date fixed by the Board of Directors, will be entitled to notice of, and to vote at,
the Annual Meeting. At the close of business on the record date, there were 11,873,624 shares of the Company's Common Stock, par
value $.01 per share (the "Common Stock"), outstanding and entitled to vote at the meeting. Each share is entitled to
one vote. The presence in person or by proxy of owners of a majority of the outstanding shares of the Company's Common Stock will
constitute a quorum for the transaction of business at the Company's Annual Meeting.
For purposes of determining the votes
cast with respect to any matter presented for consideration at the Annual Meeting, only those cast "for" are included.
Abstentions and broker non-votes are counted only for the purpose of determining whether a quorum is present at the Annual Meeting.
Owners of Common Stock are not entitled to cumulative voting in the election of directors. Owners of Common Stock will not have
any dissenters’ rights of appraisal in connection with any of the matters to be voted on at the Company’s Annual Meeting.
Votes Required
to Approve Each Proposal
The proposal to elect the two director
nominees will require an affirmative vote for the proposal by a plurality of the Common Stock entitled to vote at the Annual Meeting.
The proposal to ratify the appointment
of Holtz Rubenstein Reminick, LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2012 will require an affirmative vote for the proposal by a majority of the votes cast at the Annual Meeting by the
holders of shares of Common Stock entitled to vote.
Voting: Revocation
of Proxies
A form of proxy is enclosed for use at
the Annual Meeting if a shareholder is unable to attend in person. Each proxy may be revoked at any time before it is exercised
by giving written notice of revocation to the Secretary of the Company, by filing a later dated proxy with the Secretary at any
time prior to its exercise or by voting at the meeting. The presence at the meeting of a stockholder who has given a proxy does
not revoke the proxy unless the stockholder files a notice of revocation or votes by written ballot. All shares represented by
valid proxies pursuant to this solicitation (and not revoked before they are exercised) will be voted as specified in the form
of proxy. If no specification is given, the shares will be voted in favor of the Board's nominees "for" director and
"for" the other proposals described in this Proxy Statement.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS OF INRAD OPTICS, INC. TO BE HELD ON
JUNE 13, 2012. THIS PROXY STATEMENT, THE ACCOMPANYING FORM OF PROXY CARD AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2011, INCLUDING FINANCIAL STATEMENTS, ARE AVAILABLE AT
www.proxyvote.com
. Under rules issued by the
Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials both by sending you
this full set of proxy materials and by notifying you of the availability of our proxy materials on the internet.
Costs of Solicitation
The entire cost of soliciting these proxies
will be borne by the Company. In following up the original solicitation of proxies by mail, the Company may make arrangements
with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to the beneficial owners
of the stock and may reimburse them for their expenses in so doing. If necessary, the Company may also use its officers and their
assistants to solicit proxies from the shareholders, either personally or by telephone or special letter.
PRINCIPAL SHAREHOLDERS
The following table presents certain information
available to the Company at the date hereof with respect to the security ownership of the Company’s Common Stock by (i)
each of the Company’s directors and nominees, (ii) all executive officers of the Company, (iii) all executive officers and
directors as group, and (iv) each person known by the Company to beneficially own more than five percent (5%) of the Company's
common stock outstanding as of April 18, 2012. Percentages that include ownership of options or convertible securities are calculated
assuming exercise or conversion by each individual or entity of the options (including “out-of-the-money options”),
or convertible securities owned by each individual or entity separately without considering the dilutive effect of option exercises
and security conversions by any other individual or entity. Accordingly, the percentages may add to more than 100%. The address
of each principal shareholder, unless otherwise indicated, is Inrad Optics, Inc., 181 Legrand Avenue, Northvale, NJ 07647.
Beneficial Ownership of Common Stock
(1)
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Amount and Nature of
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Percent of
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Name and Address of Beneficial Owner
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Beneficial Ownership
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Common Stock
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Luke P. LaValle, Jr.
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21,111
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(2)
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*
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Dennis G. Romano
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5,000
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(3)
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*
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N.E. Rick Strandlund
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5,000
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(4)
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*
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Jan M. Winston
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60,711
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(5)
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*
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William D. Brucker
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29,160
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(6)
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*
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Thomas A. Caughey
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72,374
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(7)
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*
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Miroslav Dosoudil
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49,096
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(8)
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*
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John M. Duich
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20,999
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(9)
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*
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Amy Eskilson
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5,000
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*
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William J. Foote
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26,438
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(10)
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*
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Joseph J. Rutherford
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64,330
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(11)
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*
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All Directors and Executive Officers as a group (11 persons)
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359,219
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(12)
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2.9
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%
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Clarex Ltd. & Welland Ltd.
Bay Street and Rawson Square
P.O. Box N 3016
Nassau, Bahamas
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8,491,914
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(13)
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52.3
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%
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NSB Advisors LLC
200Westage Business Center Drive
Suite 228
Fishkill, NY 12524
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5,755,058
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(14)
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48.5
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%
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Utility Service Holding Co, Inc. (USHC)
P.O. Box 120
Warthen, GA 31904
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977,231
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(15)
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8.2
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%
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* Less than 1%
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(1)
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Unless otherwise
indicated, each of the shareholders named in the
table has sole voting and investment power with
respect to the shares beneficially owned, subject
to the information contained in the footnotes
to the table.
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(2)
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Including 18,611
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(3)
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Including 5,000
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(4)
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Including 5,000
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(5)
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Including 51,611
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(6)
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Including 28,274
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(7)
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Including 70,499
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(8)
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Including 46,702
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(9)
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Including 20,999
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(10)
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Including 24,276
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(11)
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Including 60,040
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(12)
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Including 331,012
shares issuable upon exercise of options exercisable
within 60 days of April 18, 2012.
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(13)
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Including 2,500,000
shares and warrants to purchase an additional
1,875,000 shares at $1.35 per share which are
issuable upon conversion of convertible promissory
notes.
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(14)
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These figures
are based upon information set forth in Schedule
13G filed February 14, 2012. NSB Advisors has
sole investment power but no voting power with
respect to these 5,755,058 shares.
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(15)
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These figures
are based upon information set forth in Schedule
13G filed February 24, 2011. USHC has sole investment
power and sole voting power with respect to these
977,231 shares.
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OTHER
MATTERS
At the time this Proxy Statement was mailed
to shareholders, management was not aware that any other matter will be presented for action at the Annual Meeting. If other matters
properly come before the Meeting, it is intended that the shares represented by proxies will be voted with respect to those matters
in accordance with the best judgment of the persons voting them
PROPOSAL ONE
ELECTION OF
DIRECTORS
The Board is divided into three classes
(Class I, Class II and Class III) with directors of the Board (collectively, “Directors”) in each class
serving staggered three-year terms. At each annual meeting of shareholders, the terms of Directors in one of these three classes
expire. At that annual meeting of shareholders, Directors are elected to a Class to succeed the Directors whose terms are then
expiring, with the terms of that Class of Directors so elected to expire at the third annual meeting of shareholders thereafter.
There are currently five members of the Board: two Class I Directors whose terms will expire at the 2014 Annual Meeting of
Shareholders, two Class II Directors whose terms will expire at the 2012 Annual Meeting of Shareholders and one Class III
Director whose term will expire at the 2013 Annual Meeting of Shareholders. The following table sets forth the name and age of
the Class II nominees for election to the Board of Directors, the principal occupation or employment of each nominee for the past
five or more years, the principal business of the organization in which said occupation is or was carried on, the name or any
other public corporation for which each nominee serves or served during the past five years as a Board member, and the period
during which each nominee has served as a director of the Company.
Nominated for Election to Board
of Directors:
Name
and Age
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Since
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Positions;
Business
Experience
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Class
II Directors — Term Expires in 2012
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Luke P. LaValle, Jr., 70
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2005
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Director of the Company (2005 - present)
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President and Chief Executive Officer, American Capital Management Inc. (1980 - present)
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Senior Investment Officer, United States Trust Company of NY (1967 - 1980)
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Lt. Colonel, US Army Reserve (Retired)
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Joseph J. Rutherford, 65
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2009
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Director of the Company (January 2009 - present)
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President and Chief Executive Officer of the Company (January 2009 - present)
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Vice President/General Manager, MRC Precision Metal Optics, Inc., a wholly-owned subsidiary
of the Company (July 2008 - December 2008)
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Executive-in-Residence, University of North Carolina, Charlotte, Defense Projects and Industrial
Relations
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Vice President/General Manager, Northrop Grumman Synoptics (1989 - 2006)
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Vice President, Marketing and Sales, Memtech Corp. (1987 - 1989)
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Other Elected Directors:
Name
and Age
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Since
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Positions;
Business Experience
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Class
III Directors — Term Expires in 2013
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Jan M. Winston, 75
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2000
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Chairman of the Board of Directors of the
Company (2009- present)
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Director of the Company (2000 - present)
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Management Consultant (1997 - present)
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Division Director/General Manager IBM Corporation (1981 - 1997)
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Executive positions held in Development, Finance and Marketing
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Class
I Directors — Term Expires in 2014
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Dennis G. Romano, 69
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2009
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Director of the Company (September 2009 - present)
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Consultant - Defense and Engineering/Construction Industry (2007 - 2009)
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Senior Vice President of Business Development, Defense Business Unit, Washington Group International,
a provider of engineering, construction and technical services (2002 – 2007)
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Vice President, Business Strategy and Development, Northrop Grumman Corporation
(1999 - 2001)
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Various Senior and Executive Level Positions, Marketing, Business Development and Strategy,
Northrop Grumman Corporation (1995 - 1999)
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Vice President of Business Development, Grumman Aircraft Engineering Corporation (1993 - 1995)
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Marketing and Business Development, Grumman Aircraft Engineering Corporation (1974 - 1993)
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Aircrew member, flight test organization, Grumman Aircraft Engineering Corporation (1968 -
1974)
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Avionics Technician, Grumman Aircraft Engineering Corporation (1964 - 1968)
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N.E. Rick Strandlund, 68
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2009
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Director of the Company (January 2009 - present)
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Chairman, President and CEO, Nanoproducts Corporation, a producer and developer of nanoproduct
materials and technologies (2005 - Present)
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President and CEO, Research Electro-Optics, Inc., a manufacturer of thin-film coatings and
components (2002 - 2004)
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President and COO, Research Electro-Optics Inc. (1997 - 2002)
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Vice-President/General Manager, Santa Rosa Division, Optical Coating Laboratory, Inc. (1993
- 1996)
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Vice President/General Manager, Commercial Products Division, Optical Coating Laboratory,
Inc. (1986 - 1993)
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The Board believes that the above-mentioned
experience, along with the other experience, qualifications, attributes and skills of the Board members described in the summary
below, provide the Company with the perspectives and judgment necessary to guide the Company’s strategies and monitor their
execution:
Other Experience, Qualification, Attributes and Skills of
Board Members
The Board considered the following experience,
qualifications, attributes and skills of its nominees and the other continuing elected directors in determining that each should
serve as a director of the Company:
Luke P. LaValle, Jr.
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·
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Investment
professional with
over 40 years of
experience in analyzing,
researching and
investing in smaller
public growth companies
with U.S. Trust
Co and American
Capital Management,
Inc. Senior analyst
and membership
in the NY Society
of Security Analysts
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·
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Extensive
board experience
with V Band Corporation,
a public company,
from 1992 to 1995
and several private
companies including
Benmarl Wine Company,
Ltd. (1982-1992)
and Westhampton
Yacht Squadron,
Ltd. (1985-1995)
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·
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Military
experience with
rank of Lieutenant
Colonel, Military
Intelligence, USAR
(retired) and previous
assignments to
Army Staff, Office
of Operations,
Plans and Strategy,
The Pentagon and
Intelligence Officer,
101
st
Airborne Division
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·
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Business
and military experience
includes analysis
of tactical and
strategic issues,
the formation of
operational plans
based upon situational
experience and
the development
and assessment
of alternative
courses of action
with practical
application to
planning, direction,
guidance and control
of the operations
of smaller sized
organizations like
Inrad Optics, Inc.
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·
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Chairman
of the Company’s
Audit Committee
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Joseph J. Rutherford
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·
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Over
35 years of experience
in senior management
and executive level
positions in the
laser industry
in both an operational
role and at the
CEO level in both
domestic and global
manufacturing
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·
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Strong
understanding and
extensive involvement
in research and
development, business
development and
strategic planning
activities in Defense/Aeronautics
and Commercial
sectors
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·
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Established
track record of
developing strong
team-based organizations
with high performance
culture
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·
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Proven
success in bringing
focused approach
on increasing shareholder
value through both
organic growth
and growth through
acquisition
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Dennis G. Romano
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·
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Global
business experience
in business development
as Chief Business
Development Officer
of a business unit
of Washington Group
International
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·
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Over
20 years of experience
in business and
strategy development
for U.S. and International
government clients
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·
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Senior
executive leadership
for multiple business
development organizations
with a large international
presence
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·
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Operational
management experience
and joint leadership,
in a $700 million
business unit in
the defense sector
with Washington
Group International
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·
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Extensive
background in business
development, marketing
and strategic development
and implementation
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·
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Chairman
of the Company’s
Nominating Committee
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N.E. Rick Strandlund
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·
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Global
business experience
as President and
CEO of NanoProducts
Corporation
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·
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Thin-film
optical coating
experience as VP
and General Manager
of Optical Coating
Laboratory, Inc.,
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·
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Board
experience as Chairman
of the Board of
NanoProducts and
as a former director
of Research Electro-Optics,
Inc.
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·
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Strategic
and business development
leadership of two
global high-tech,
photonics related
manufacturing organizations
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·
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Prior
leadership experience
in new product
and new technology
development
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·
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MBA
in Management and
Bachelor of Science
in Aerospace Engineering
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·
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Chairman
of the Company’s
Compensation Committee
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Jan M. Winston
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·
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Extensive
background in high
technology sector
and over 35 years
with IBM in a variety
of managerial and
executive positions
primarily in the
development of
new computer systems
and new software
products such as
the personal computer
and speech recognition
software
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·
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Diverse
experience gained
through senior
level roles in
the areas of product
development, marketing,
finance, planning
and strategy, including
general management
and profit and
loss responsibilities
in both the domestic
and international
area
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·
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AB
degree from Princeton
University and
attendance at the
Columbia Graduate
School of Business
Administration
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·
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Experience
as a management
consultant serving
clients such as
IBM, as well as
smaller manufacturing
organizations,
covering various
projects such as
product management,
strategic and financial
planning, and management
systems.
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·
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Served
as Chairman of
the Audit Committee,
Chairman of the
Compensation Committee
and is the current
Chairman of the
Board
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The
Board of Directors unanimously recommends that you vote FOR the election of the Board’s nominees for Class II director:
Luke P. LaValle, Jr. and Joseph J. Rutherford.
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PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Holtz Rubenstein Reminick, LLP
served as the Company’s independent registered public accounting firm during the fiscal year ended December 31, 2011
and has been appointed by the Company’s Audit Committee to serve as the Company’s independent registered public
accountants for the current fiscal year ending December 31, 2012.
The Company’s Audit Committee has
the responsibility to select, retain and oversee the work of outside auditors and, when appropriate, to replace the outside auditors.
Stockholder ratification of the appointment of Holtz Rubenstein Reminick, LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2012 is not required by law or by the Company’s Certificate of Incorporation
or by-laws. However, the Board of Directors is submitting the selection of Holtz Rubenstein Reminick, LLP to the Company’s
stockholders for ratification as a matter of good corporate governance and practice. If the stockholders fail to ratify the appointment,
the Company will reconsider whether or not to retain that firm. Even if the selection is ratified, the Company may appoint a different
independent registered public accounting firm during the year if the Audit Committee of the Board of Directors determines that
such a change would be in the best interests of the Company and its stockholders.
A representative
of Holtz Rubenstein Reminick, LLP is expected to be present, in-person, at the Annual Meeting, and will make such statements
as Holtz Rubenstein Reminick, LLP may desire and will be available to respond to appropriate questions from the
shareholders.
The
Board of Directors unanimously recommends that you vote FOR the proposal to ratify the appointment of Holtz Rubenstein Reminick,
LLP as the Company’s independent registered public accounting firm during the fiscal year ending December 31, 2012.
|
Compensation
of Directors
Compensation for non-employee
directors consists of two components: cash (i.e. meeting attendance fees, retainer and cash bonuses) and awards under the Company’s
2010 Equity Compensation Program (the “Program”). Under the Program, stock option grants and restricted stock unit
grants may be made by the Compensation Committee which is the Program Administrator. Equity-based grants are intended to align
the interests of the Company’s directors with that of other shareholders. The Company does not require its directors to
own stock.
Fees paid to non-employee
directors were $500 during fiscal year 2011 for each board or committee meeting attended in person, and $250 for each meeting
in which they participated via telephone.
In addition, each non-employee
director is paid an annual retainer fee, in quarterly installments. For 2011, the annual retainer was $15,000 for the Chairman
and $10,000 for each of the other outside Directors.
The Company provides
for reimbursement of expenses for all directors in the performance of their duties, including reasonable travel expenses incurred
attending meetings.
Directors, who are also
employees of the Company, do not receive any additional fees for such services.
The table that follows
provides information on components of non-employee Director Compensation in 2011.
Director
Compensation in Fiscal Year 2011
Name
|
|
Fees earned or
paid in cash ($)
|
|
|
Stock Unit
Awards($)
(1)(2)
|
|
|
Option Awards ($)
(3)
|
|
|
Total ($)
|
|
Luke P. LaValle, Jr.
|
|
|
15,500
|
|
|
|
—
|
|
|
|
8,600
|
|
|
|
24,100
|
|
Thomas H. Lenagh (4)
|
|
|
14,500
|
|
|
|
—
|
|
|
|
4,450
|
|
|
|
18,950
|
|
Dennis G. Romano
|
|
|
15,500
|
|
|
|
—
|
|
|
|
8,600
|
|
|
|
24,100
|
|
N.E. Rick Strandlund
|
|
|
15,250
|
|
|
|
—
|
|
|
|
8,600
|
|
|
|
23,850
|
|
Jan M. Winston
|
|
|
20,500
|
|
|
|
—
|
|
|
|
8,600
|
|
|
|
29,100
|
|
|
(1)
|
The Company did not award any stock
units during 2011.
|
|
(2)
|
The aggregate fair value of restricted
stock unit grants is the product of the number of units granted times
the closing price of common stock of the Company on the date of the
grant. In 2011, the number of restricted stock unit grants which vested
and which resulted in the issuance of an equal number of shares of
common stock to each non-employee director were as follows: Luke P.
LaValle, Jr., 833; Thomas H. Lenagh, 833; and Jan M. Winston, 833.
As of December 31, 2011, there were no restricted stock unit grants
outstanding for non-employee directors.
|
|
(3)
|
The value of stock option awards is
computed in accordance with FASB ASC Topic 718. These amounts reflect
the aggregate grant date fair value of the awards. The number of stock
options which vested in 2011 to each non-employee director were as
follows: Luke P. LaValle, Jr., 4,866; Thomas H. Lenagh, 13,199; Dennis
G. Romano, 3,332; N.E. Rick Strandlund, 3,332 and Jan M. Winston,
4,866. As of December 31, 2011, the aggregate number of option awards
outstanding for each non-employee director then serving as a director
was as follows: Luke P. LaValle, Jr., 28,611; Thomas H. Lenagh, 113,611;
Dennis G. Romano, 15,000; N.E. Rick Strandlund, 15,000; and Jan M.
Winston, 61,611.
|
|
(4)
|
Mr. Thomas H. Lenagh, a director of
the Company since 1998, passed away on December 8, 2011. On January
18, 2012, the Compensation Committee accelerated the vesting of Mr.
Lenagh’s outstanding options. A total of 18,199 options were
accelerated. In addition, the Compensation Committee extended the
period during which Mr. Lenagh’s heirs or estate has the right
to exercise any and all of his options fully vested as of January
18, 2012 until the earlier of January 17, 2015 or the scheduled 10-year
expiration date of the option.
|
THE BOARD OF
DIRECTORS AND ITS COMMITTEES
Board of Directors
Composition of the Board
The Board of Directors in 2011 consisted
of five independent directors, and the Company’s President and CEO, Mr. Joseph J. Rutherford. The Board of Directors has
determined that each of its five outside directors, Mr. Luke P. LaValle, Jr., Mr. Thomas H. Lenagh, Mr. Dennis G. Romano, Mr.
N.E. Rick Strandlund and Mr. Jan M. Winston has no material relationship with the Company (other than as director) and is therefore
“independent” within the meaning of the current listing standards of the Nasdaq National Market and the requirements
of the Sarbanes Oxley Act. In its annual review of director independence, the Board of Directors considers all commercial, banking,
consulting, legal, accounting or other business relationships any director may have with the Company. The Board of Directors considers
a “material relationship” to be one that impairs or inhibits, or has the potential to impair or inhibit, a director’s
exercise of critical and disinterested judgment on behalf of the Company and its shareholders. When assessing the “materiality”
of a director’s relationship with the Company, the Board of Directors considers all relevant facts and circumstances not
only from the standpoint of the director in his or her individual capacity, but also from the standpoint of the persons to whom
the director is related and organizations with which the director is affiliated.
Mr. Rutherford does not serve on any Committees
of the Board. Mr. Jan M. Winston served as Chairman of the Board during the year. The Board met nine times during fiscal year
2011, including one meeting by telephone. All members attended all meetings. Board members are encouraged, but not required by
any specific Board policy, to attend the Company’s Annual Meeting. During 2011 each non-employee director of the Company
was also a member of each Committee of the Board of Directors and each attended all of the meetings of the Board and the respective
committees of the Board on which they served in fiscal 2011.
Mr. Thomas H. Lenagh
passed away on December 8, 2011 and the Board has decided that this vacancy will not be immediately filled. On February 14,
2012 the Board of Directors approved an amendment to the Bylaws of the Company to provide for a range of no less than four and
no more than six directors.
Board Leadership Structure
The Board does not have a policy on whether
or not the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether
the Chairman of the Board should be selected from the non-employee directors or be an employee. The Board believes that it should
be free to make a choice from time to time in any manner that is in the best interests of the Company and its shareholders.
Currently, Mr. Winston serves as the Chairman
of the Board and Mr. Rutherford serves as a Director and Chief Executive Officer. The Board of Directors believes this is the
most appropriate structure for the Company at this time because it makes the best use of Mr. Winston’s skills and experience,
including 11 years as a Director of the Company.
Board’s Role in the Oversight
of Risk Management
Companies face a variety of risks, including
credit risk, liquidity risk, and operational risk. In fulfilling its risk oversight role, the Board focuses on the adequacy of
the Company’s risk management process and overall risk management system. The Board believes an effective risk management
system will (1) adequately identify the material risks that the Company faces in a timely manner, (2) implement appropriate risk
management strategies that are responsive to the Company’s risk profile and specific material risk exposures, (3) integrate
consideration of risk and risk management into business decision-making throughout the Company, and (4) include policies and procedures
that adequately transmit necessary information with respect to material risks to senior executives and, as appropriate, to the
Board or relevant committee.
The Audit Committee has been designated
to take the lead in overseeing risk management at the Board level. Accordingly, the Audit Committee schedules time for periodic
review of risk management, in addition to its other duties. In this role, the Audit Committee receives reports from management
and other advisors, and strives to generate serious and thoughtful attention to the Company’s risk management process and
system, the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures designed
to respond to and mitigate these risks.
Although the Board’s primary risk
oversight has been assigned to the Audit Committee, the full Board also periodically receives information about the Company’s
risk management system and the most significant risks that the Company faces. This is principally accomplished through Audit Committee
reports to the Board and summary versions of the briefings provided by management and advisors to the Committee.
In addition to the formal compliance program,
the Board and the Audit Committee encourage management to promote a corporate culture that understands risk management and incorporates
it into the overall corporate strategy and day-to-day business operations. The Company’s risk management structure also
includes an ongoing effort to assess and analyze the most likely areas of future risk for the Company. As a result, the Board
and Audit Committee periodically ask the Company’s executives to discuss the most likely sources of material future risks
and how the Company is addressing any significant potential vulnerability.
Audit Committee
The Company has a separately designated
standing Audit Committee. Luke P. LaValle, Jr. serves as the Audit Committee Chairman. The Board of Directors has determined that
the members of the Audit Committee each satisfy the requirements for independence under Section 301 of the Sarbanes-Oxley Act,
as well as the independence standards of the NASDAQ National Market. In 2011, the Audit Committee was comprised of all outside
Directors throughout the year. The Audit Committee is empowered by the Board of Directors to, among other things, serve as an
independent and objective party to monitor the Company’s financial reporting process, internal control system and disclosure
control system, review and appraise the audit efforts of the Company’s independent accountants, assume direct responsibility
for the appointment, compensation, retention and oversight of the work of the outside auditors and for the resolution of disputes
between the outside auditors and the Company’s management regarding financial reporting issues, and provide an open avenue
of communication among the independent accountants, financial and senior management, and the Company’s Board of Directors.
The Audit Committee charter is attached as Exhibit A to the Company’s Proxy Statement, filed with the SEC on April 20, 2010.
The Audit Committee met four times during
2011 with all members in attendance at all of the meetings.
Audit Committee Financial Expert
The Board of Directors of the Company
has determined that Mr. LaValle is an “audit committee financial expert” as such term is defined by the SEC.
Compensation Committee
The Compensation Committee is comprised
of all of the independent, non-management directors, and is responsible for establishing appropriate salaries and bonuses for
all executive officers and senior management of the Company. N.E. Rick Strandlund serves as the Chairman of the Compensation Committee,
replacing Jan Winston in May 2009.
The Compensation Committee has the responsibility
of granting equity-based incentive compensation (i.e. stock options and grants of restricted stock units) to eligible employees
including the executive officers, and to its directors. The Compensation Committee duties also include administering and interpreting
the Company’s 2010 Equity Compensation Program (“the Stock Compensation Plan”). The duties relating to the Company’s
Stock Compensation Plan include selecting from eligible employees those persons to whom awards will be granted and determining
the type of award, the number of shares to be included in each award, any restrictions for some or all of the shares subject to
the award and the award price. The Compensation Committee reviews and approves all matters regarding the compensation of the executive
officers and other executives of the Company. The Compensation Committee has no charter.
The Compensation Committee has the authority
to hire independent advisors to help fulfill its duties. No independent advisors were hired in 2011.
The Compensation Committee held two meetings
during 2011 to review and establish compensation policy for the year.
Nominating Committee
During 2011, the Nominating Committee
was comprised of all active outside directors. The Nominating Committee met once during the year with all members in attendance.
The Committee strives to compose the Board of Directors with a collection of individuals who bring a variety of complementary
skills which, as a group, will possess the appropriate skills and experience to oversee the Company’s business. Accordingly,
although diversity may be a consideration in the Committee’s process, the Committee and the Board of Directors do not have
a formal policy with regard to the consideration of diversity in identifying director nominees.
Mr. Thomas H. Lenagh served as the Chairman
until his death in December 2011. Mr. Dennis Romano was appointed as Chairman of the Nominating Committee by the Board of Directors
on January 18, 2012.
The Nominating Committee charter is attached
as Exhibit B to the Company’s Proxy Statement, filed with the SEC on April 20, 2010.
Procedures for Considering Nominations
Made by Stockholders
The Nominating Committee’s charter
describes procedures for nominations to be submitted by shareholders and other third-parties, other than candidates who have previously
served on the Board or who are recommended by the Board. The charter states that a nomination must be delivered to the Secretary
of the Company at the principal executive offices of the Company not later than the close of business on the ninetieth (90th)
day nor earlier than the close of business on the one hundred twentieth (120
th
) day prior to the first anniversary
of the preceding year's annual meeting; provided, however, that if the date of the annual meeting is more than thirty days before
or more than sixty days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business
on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth
day prior to such annual meeting or the close of business on the tenth day following the day on which public announcement of the
date of such meeting is first made by the Company. The public announcement of an adjournment or postponement of an annual meeting
will not commence a new time period (or extend any time period) for the giving of a notice as described above. The charter requires
a nomination notice to set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all
information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in
an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director
if elected), and (b) information that will enable the Nominating Committee to determine whether the candidate satisfies the criteria
established by the Nominating Committee, as described below.
Qualifications
The charter describes the minimum qualifications
for nominees and the qualities or skills that are necessary for directors to possess. Each nominee:
|
·
|
must
satisfy any legal
requirements applicable
to members of the
Board;
|
|
·
|
must
have business or
professional experience
that will enable
such nominee to
provide useful
input to the Board
in its deliberations;
|
|
·
|
must
have a reputation
in the Company’s
industry, for honesty
and ethical conduct;
|
|
·
|
must
have a working
knowledge of the
types of responsibilities
expected of members
of a board of directors
of a public corporation;
and
|
|
·
|
must
have experience,
either as a member
of the board of
directors of another
public or private
company or in another
capacity that demonstrates
the nominee’s
capacity to serve
in a fiduciary
position.
|
Identification and Evaluation of Candidates
for the Board
Candidates to serve on the Board will
be identified from all available sources, including recommendations made by shareholders. The Nominating Committee’s charter
provides that there will be no differences in the manner in which the Nominating Committee evaluates nominees recommended by shareholders
and nominees recommended by the Committee or management, except that no specific process shall be mandated with respect to the
nomination of any individuals who have previously served on the Board. The evaluation process for individuals other than existing
Board members will include:
|
·
|
a
review of the information
provided to the
Nominating Committee
by the proponent;
|
|
·
|
a
review of reference
letters from at
least two sources
determined to be
reputable by the
Nominating Committee;
and
|
|
·
|
a
personal interview
of the candidate;
|
together with a review of such other information
as the Nominating Committee shall determine to be relevant.
Third Party Recommendations
In connection with the 2012 Annual Meeting
of Shareholders, the Nominating Committee did not receive any nominations from any shareholder or group of shareholders which
owned more than 5% of the Company’s Common Stock for at least one year.
Communication with the Board
The Board has established a procedure
that enables shareholders to communicate in writing with members of the Board. Any such communication should be addressed to the
Company’s Secretary and should be sent to such individual c/o the Company at its principal place of business at 181 Legrand
Ave, Northvale, NJ 07647. Any such communication must state, in a conspicuous manner, that it is intended for distribution to
the entire Board. Under the procedures established by the Board, upon the Secretary’s receipt of such communication, the
Company’s Secretary will send a copy of such communication to each member of the Board, identifying it as a communication
received from a shareholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board held more than
two days after such communication has been distributed, the Board will consider the substance of any such c
ommunication.
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
Executive
Officers of the Registrant
The
following table sets forth the name and age of each executive officer of the Company, the period during which each such person
has served as an executive officer and the positions with the Company held by each such person:
Name and Age
|
|
|
Since
|
|
|
Position With the Company
|
|
|
|
|
|
|
|
Joseph J. Rutherford, 65
|
|
|
2009
|
|
|
President and Chief
Executive Officer
|
|
|
|
|
|
|
|
William J. Foote, 61
|
|
|
2006
|
|
|
Chief Financial Officer, Corporate Secretary
and Treasurer
|
|
|
|
|
|
|
|
William D. Brucker, 64
|
|
|
2007
|
|
|
Vice President Human Resources and Administration
|
|
|
|
|
|
|
|
Thomas A. Caughey, 63
|
|
|
2011
|
|
|
Vice President of Product Development
|
|
|
|
|
|
|
|
Miroslav Dosoudil, 48
|
|
|
2008
|
|
|
Vice President of Operations, Northvale
|
|
|
|
|
|
|
|
John M. Duich, 57
|
|
|
2011
|
|
|
Vice President of Operations, Sarasota
|
|
|
|
|
|
|
|
Amy Eskilson, 51
|
|
|
2011
|
|
|
Vice President of Sales and Marketing
|
Joseph
J. Rutherford joined MRC Precision Metal Optics, Inc., a wholly-owned subsidiary of the Company, in July 2008. On January 1, 2009,
he was appointed President and Chief Executive officer of Inrad Optics, Inc. (formerly Photonic Products Group, Inc.). Prior to
joining the Company, Mr. Rutherford spent more than 30 years in executive positions in the optics industry and is an experienced
leader in optical component development and manufacturing businesses serving customers in both defense and commercial sectors
of the photonics industry. From 1989 through 2006, he was VP/GM of Charlotte, NC based Synoptics, a subsidiary successively of
Litton and Northrop Grumman corporations and an industry leader in laser crystal products and related optical components. Before
that, he held executive level sales and marketing positions within Memtech Corporation, Material Progress Corporation, and Allied
Corporation. Mr. Rutherford holds a Bachelor of Science degree in Education from Trenton State College.
William J. Foote joined
the Company in May 2006 and was appointed Chief Financial Officer and Corporate Secretary on May 16, 2006. In June, 2009, he was
appointed to the position of Treasurer. He previously served as Chief Financial Officer of INSL-X Products Corporation, a paint
and coatings manufacturer, from 2002 through 2005. From 2000 to 2002, he was CFO of ASD Group, Inc., a publicly held contract
manufacturer serving the OEM marketplace in the high-tech sector. From 1990 through 1999, Mr. Foote held several executive positions
including Corporate Controller, Director and Vice-President of Finance positions with Benjamin Moore & Co., a paint and
coatings manufacturer. Earlier in his career, Mr. Foote served in various senior financial roles in Canada. Mr. Foote
is both a Certified Public Accountant and a Chartered Accountant (Canada). His past experience includes working in the audit area
with the public accounting firm of KPMG (Canada). He holds a Bachelor of Arts degree from Carleton University in Ottawa and a
Masters Degree in Accounting from the University of British Columbia.
William D. Brucker joined
the Company in 2000 as Director of Human Resources. In 2006 he was appointed Vice President of Human Resources and Administration.
Prior to joining the Company, Mr. Brucker held corporate divisional HR leadership responsibilities with Hughes Aircraft/Raytheon,
RJR/Nabisco, Proctor & Gamble, and The Journal of Commerce. In addition to competency in classic HR disciplines including
regulatory compliance, he has experience in multi-site organizations and facility/operational integration and transition. Mr.
Brucker holds a BA degree from Salem College. Mr. Brucker was appointed an officer of the Company on January 19, 2007.
Thomas A. Caughey has been with the Company
since 1978. He was appointed an officer on March 24, 2011 and serves as Vice-President of Product Development, a position he has
held for more than 15 years. His current role has focused on development of systems involving non-linear crystals, and advances
in the development of individual crystal components that the company manufactures. Previously, he was a research associate at
Texas Tech University, working in the area of picosecond spectroscopy of chemical reactions. Tom holds a Doctorate in physical
chemistry from the University of Wisconsin – Madison and an undergraduate degree in chemistry from the University of Michigan
– Ann Arbor.
Miro Dosoudil joined the Company as Director
of Manufacturing and Engineering in 2000 and has successively held the positions of Director of Operations and Vice-President
of Operations, Northvale. Prior to joining the Company, he held optical manufacturing engineering positions with Circon, Tirolit
and Meopta (Czech Republic). Mr. Dosoudil holds an MBA degree from the Zicklin School of Business at Baruch College. He also holds
degrees in science and engineering including a Doctor of Science and Physical Electronics and Optics from the University of Palackiana
in the Czech Republic.
John M. Duich was appointed
an officer and Vice President of Operations, Sarasota on March 24, 2011. He previously served since 2005 as Director
of Operations for the Company’s subsidiary in Sarasota, Florida, responsible for manufacturing, engineering, sales support,
and site administration. Previously, Mr. Duich spent 25 years with Motorola and Flextronics, both major
electronics-sector multinational corporations. His career progressed through engineering and operations management roles
including overseas assignments in Ireland, Singapore, and Hong Kong as a site or regional General Manager. John’s
tenure in Dublin Ireland involved a Greenfield start-up that had 600 employees within a 200,000 square foot manufacturing
facility. Mr. Duich received his Bachelors of Science degree in Materials Science Engineering from the University of Florida
in 1983.
Amy Eskilson joined the Company on February
7, 2011 as Vice President of Sales and Marketing and was appointed an officer on March 24, 2011. Previously, she spent a number
of years with Thorlabs, Inc., a photonic tool catalog company where she served as Director of Business Development from 2001 to
2011. In this role Amy coordinated a team responsible for a total of eight acquisitions. She fostered the development
of multiple partner companies and executed both technology transfers and IP license agreements. Prior to that she was the inside
sales and technical support manager for Thorlabs and served in various marketing roles beginning in 1992. While with Thorlabs,
Ms. Eskilson was also involved in several photonic startups including Nova Phase, Inc., Menlo Systems, Inc. and Idesta Quantum
Electronics. She received her BA in Communications in 1985 from Montclair State University.
Each of the executive
officers has been elected by the Board of Directors to serve as an officer of the Company until the next election of officers,
as provided by the Company’s by-laws.
Summary of Cash and Certain Other Compensation
The
following Summary Compensation Table sets forth, for the years ended December 31, 2011 and 2010, the compensation paid by
the Company and its Subsidiaries, with respect to the Company’s Chief Executive Officer and two other highest paid executives.
Summary Compensation
Table
Name & Principal
Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Option
Awards
($)
(1)(2)(3)
|
|
|
Stock
Awards
($)
(1)
|
|
|
All Other
Compensation
($)
(4)
|
|
|
Total
($)
|
|
Joseph J. Rutherford,
|
|
|
2011
|
|
|
|
180,003
|
|
|
|
—
|
|
|
|
52,200
|
|
|
|
—
|
|
|
|
8,195
|
|
|
|
240,398
|
|
President and CEO
|
|
|
2010
|
|
|
|
180,003
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,713
|
|
|
|
180,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Foote, CFO,
|
|
|
2011
|
|
|
|
149,489
|
|
|
|
—
|
|
|
|
10,836
|
|
|
|
—
|
|
|
|
13,192
|
|
|
|
173,517
|
|
Corporate Secretary and Treasurer
|
|
|
2010
|
|
|
|
141,003
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,642
|
|
|
|
147,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miroslav Dosoudil,
|
|
|
2011
|
|
|
|
139,277
|
|
|
|
—
|
|
|
|
10,836
|
|
|
|
—
|
|
|
|
12,536
|
|
|
|
162,649
|
|
Vice President of Operations
|
|
|
2010
|
|
|
|
134,014
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,435
|
|
|
|
140,449
|
|
|
(1)
|
The
aggregate
grant
date
fair
value
of
option
awards
and
stock
awards
are
computed
in
accordance
with
FASB
ASC
Topic
718,
in
accordance
with
SEC
rules.
The
valuation
was
based
on
the
assumptions
set
forth
in
note
10
to
our
Consolidated
Financial
Statements
filed
on
March
30,
2012
with
the
Securities
and
Exchange
Commission
in
our
annual
report
on
Form
10-K.
No
stock
awards
were
granted
to
these
individuals
in
2011.
No
stock
awards
or
stock
options
were
granted
to
these
individuals
in
2010.
|
|
(2)
|
On March 24, 2011, Mr. Rutherford
was awarded a 10 year stock option of 40,000 shares with an exercise
price of $0.98 for achievements in 2010. These stock options will
vest over three years, one-third upon each anniversary of the grant
and had an aggregate fair value of $35,600. On December 21, 2011,
Mr. Rutherford received an award of 20,000 shares with a 10 year term
and an exercise price of $0.83 for achievements in 2011. These stock
options will vest over three years, one-third upon each anniversary
of the grant and had an aggregate fair value of $16,600.
|
|
(3)
|
Mr.
Foote
and
Mr.
Dosoudil
were
each
awarded
6,300
stock
options
with
a
term
of
10
years
and
an
exercise
price
of
$0.98
per
share
on
March
24,
2011
related
to
achievements
in
2010.
These
stock
options
vest
over
three
years,
one-third
upon
each
anniversary
date
of
the
grant
and
each
had
an
aggregate
fair
value
of
$5,607.
In
addition,
Mr.
Foote
and
Mr.
Dosoudil
were
each
awarded
10
year
stock
options
of
6,300
shares
with
an
exercise
price
of
$0.95
per
share
on
December
21,
2011
for
achievements
in
2011.
These
stock
options
vest
over
three
years,
one-third
upon
each
anniversary
date
of
the
grant
and
each
had
an
aggregate
fair
value
of
$5,229.
|
|
(4)
|
Included in All Other Compensation
is the fair value of Company stock contributed in 2011 as a match
to the Company’s Section 401(k) Plan for the 2010 Plan year
for Mr. Rutherford ($8,195), Mr. Foote ($6,393) and Mr. Dosoudil ($6,093).
All Other Compensation also includes $6,799 and $6,443 paid in 2011
to Mr. Foote and Mr. Dosoudil, respectively, related to the Company’s
plan to reduce the balance of prior years’ accrued vacation
owed to all employees.
|
Grants of Plan-Based Awards
The Company did not have any grants of
plan-based awards in 2011.
Outstanding
Equity-Based Awards at Fiscal Year-End
The following table
provides information pertaining to vested and non-vested stock options held by each of the executive officers named in the Summary
Compensation Table as of December 31, 2011.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
OPTION AWARDS (1)
|
|
STOCK AWARDS (2)
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
options (#)
Unexercisable
|
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration
Date
($)
|
|
Number of
Shares or
Units of
Stock that
have not
Vested
(#)
|
|
|
Market
Value of
Shares of
Units of
Stock
that
Have not
Vested
($)
|
|
Joseph J.
|
|
|
—
|
|
|
|
20,000
|
|
|
|
.95
|
|
|
12/21/2021
|
|
|
|
|
|
|
|
|
Rutherford,
|
|
|
—
|
|
|
|
40,000
|
|
|
|
.98
|
|
|
3/24/2021
|
|
|
|
|
|
|
|
|
President and CEO
|
|
|
22,666
|
|
|
|
11,334
|
|
|
|
1.00
|
|
|
12/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
4,598
|
|
|
|
2,299
|
|
|
|
1.75
|
|
|
01/22/2019
|
|
|
|
|
|
|
|
|
|
|
|
11,428
|
|
|
|
5,715
|
|
|
|
1.75
|
|
|
01/01/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: 38,692
|
|
|
|
Total: 79,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Foote,
|
|
|
—
|
|
|
|
6,300
|
|
|
|
.95
|
|
|
12/21/2021
|
|
|
|
|
|
|
|
|
CFO, Secretary and
|
|
|
—
|
|
|
|
6,300
|
|
|
|
.98
|
|
|
03/24/2021
|
|
|
|
|
|
|
|
|
Treasurer
|
|
|
4,200
|
|
|
|
2,100
|
|
|
|
1.00
|
|
|
12/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
3,066
|
|
|
|
1,532
|
|
|
|
1.75
|
|
|
01/22/2019
|
|
|
|
|
|
|
|
|
|
|
|
3,378
|
|
|
|
—
|
|
|
|
1.50
|
|
|
01/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
—
|
|
|
|
1.75
|
|
|
05/08/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: 20,644
|
|
|
|
Total: 16,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miroslav Dosoudil,
|
|
|
—
|
|
|
|
6,300
|
|
|
|
.95
|
|
|
12/21/2021
|
|
|
|
|
|
|
|
|
VP of Operations
|
|
|
—
|
|
|
|
6,300
|
|
|
|
.98
|
|
|
03/24/2021
|
|
|
|
|
|
|
|
|
|
|
|
4,200
|
|
|
|
2,100
|
|
|
|
1.00
|
|
|
12/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
4,598
|
|
|
|
2,299
|
|
|
|
1.75
|
|
|
01/22/2019
|
|
|
|
|
|
|
|
|
|
|
|
5,405
|
|
|
|
—
|
|
|
|
1.50
|
|
|
01/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
—
|
|
|
|
1.03
|
|
|
01/12/2015
|
|
|
|
|
|
|
|
|
|
|
|
9,000
|
|
|
|
—
|
|
|
|
.50
|
|
|
01/02/2014
|
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
—
|
|
|
|
.50
|
|
|
01/02/2013
|
|
|
|
|
|
|
|
|
|
|
|
5,500
|
|
|
|
—
|
|
|
|
1.00
|
|
|
01/02/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: 42,303
|
|
|
|
Total: 16,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Options vest at the rate of one-third
per year over the first three years of the ten year life of the
option.
|
|
(2)
|
Stock
awards
vest
at
the
rate
of
one-third
per
year
on
the
anniversary
date
of
the
award.
The
grant
date
fair
value
of
restricted
stock
unit
grants
is
the
number
of
shares
granted
times
the
closing
market
price
on
the
day
of
grant.
There
were
no
unvested
stock
awards
as
of
December
31,
2011
for
these
individuals.
|
Equity Compensation Plan Information
The following table
gives information about the Company’s Common Stock that may be issued upon the exercise of options, warrants and rights
under the Company’s Key Employee Compensation Plan and the Company’s 2000 Equity Compensation Program and the 2010
Equity Compensation Plan, as of December 31, 2011. These plans were the Company’s only equity compensation plans in
existence as of December 31, 2011.
Plan Category
|
|
(a)
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
|
|
(b)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
|
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a)
|
|
Equity Compensation Plans Approved by Shareholders (1)
|
|
|
1,094,676
|
|
|
$
|
1.02
|
|
|
|
3,575,000
|
|
Equity Compensation Plans Not Approved by Shareholders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,094,676
|
|
|
$
|
1.02
|
|
|
|
3,575,000
|
|
|
(1)
|
The 2000 Equity Compensation Program
expired on June 2, 2010 but each outstanding option, warrant and right
granted under the Program shall expire on the date determined under
the terms of the original award, which in no event, shall exceed 10
years. The 2010 Equity Compensation Program was adopted by the Company’s
shareholders at the Annual Meeting held on June 2, 2010. Under this
Program, an aggregate of up to 4,000,000 shares of common stock may
be granted. As of December 31, 2011 there were a total of 669,676
options outstanding under the 2000 Plan and 410,000 options and 15,000
unvested stock grants outstanding under the 2010 Plan. In 2011, a
total of 15,000 restricted stock units which vest at the rate of one-third
per year and 364,600 stock options were awarded under the 2010 Equity
Compensation Plan to employees. An additional, 45,000 stock options
were awarded to outside directors.
|
Compliance with Section 16(a) Beneficial Ownership
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and officers, and persons who beneficially
own more than 10% of a registered class of the Company’s equity securities, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission. These persons are required by the Securities and
Exchange Commission to furnish the Company with copies of all Section 16(a) reports that they file.
Based
solely on our review of (i) Forms 3 and 4 and amendments thereto furnished to the Company during 2011, (ii) any Forms 5 and amendments
thereto furnished to the Company with respect to 2011, and (iii) any written representations that no Form 5 was required, the
following were not timely filed: Mr. Brucker, Mr. Foote, Mr. Dosoudil, Mr. LaValle, Mr. Lenagh and Mr. Winston were each late
in filing one report on Form 4 covering their respective March 25, 2011 transactions, which they each filed on March 30, 2011.
Mr. Caughey, Mr. Duich and Ms. Eskilson were late each in filing one report on Form 3 covering their respective March 24, 2011
transactions which they filed on April 1, 2011.
Certain
Relationships and Related Transactions
The documented ethics
policies of the Company restrict certain types of related party transactions between the Company and its directors, officers,
and employees of the Company. Specifically, compensation for services provided by directors, officers, and employees to the Company
may not be through any source but the Company. The Company’s policies do permit related parties to participate in financial
transactions, limited to financing via debt or equity. In such instances, the Board of Directors has an informal policy of requiring
that the terms of such financing, including but not limited to interest rates and fees, are at least equal to or better than the
terms obtainable via financing from other sources.
In March 2011, the maturity
date of a $1,500,000 Subordinated Convertible Promissory Note issued in favor of Clarex Limited (“Clarex”), a major
shareholder and debt holder, was extended to April 1, 2013. The note was originally issued on October 31, 2003 and bears interest
at 6%. Interest accrues yearly, is payable on maturity of the note and, along with principal, may be converted into securities
of the Company as follows: the Note is convertible in the aggregate into 1,500,000 units with each unit consisting of one share
of common stock and one warrant. Each warrant allows the holder to acquire 0.75 shares of common stock at a price of $1.35 per
share. The expiration date of the warrants under the conversion terms has been extended to April 1, 2016.
In addition, in March
2011, the maturity date of a $1,000,000 Subordinated Convertible Promissory Note issued in favor of Welland Limited, an affiliate
of Clarex, bearing interest at 6% was extended to April 1, 2013. The note was originally issued on December 31, 2002. Interest
accrues yearly, is payable on maturity of the note and, along with principal, may be converted into securities of the Company
as follows: the Note is convertible in the aggregate into 1,000,000 units with each unit consisting of one share of common stock
and one warrant. Each warrant allows the holder to acquire 0.75 shares of common stock at a price of $1.35 per share. The expiration
date of the warrants under the conversion terms has been extended to April 1, 2016.
In 2011, the Company paid a total of $1,125,000
in accrued interest and $150,000 in current interest on the outstanding Subordinated Convertible Notes described above. No payments
against the total principal of $2,500,000 have been made. The Company expects to pay its currently accruing quarterly interest
obligations on such Notes of $37,500 going forward through the maturity date.
Code of Ethics
The Company has adopted a Code of Ethics
that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or
controller (or persons performing similar functions). A copy of such Code of Ethics is available on the Company website at
www.inradoptics.com
and will be made available without charge and upon written request addressed to the attention of the Secretary of the Company
and mailed to the Company’s principal executive offices, 181 Legrand Avenue, Northvale, NJ 0764.
Relationship with Independent Public
Accountants
Holtz
Rubenstein Reminick, LLP, (the “Auditors”) independent accountants, has been selected by the Audit Committee to examine
and report on the financial statements of the Company for the fiscal year ending December 31, 2012. Representatives of Holtz Rubenstein
Reminick, LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement, if they desire
to do so, and will be available to respond to appropriate questions.
Principal
Accounting Fees and Services
In accordance with the
requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all
non-audit work performed by the Company’s independent accountants is approved in advance by the Audit Committee, including
the proposed fees for such work. The Audit Committee is informed of each service actually rendered.
Audit Fees.
Audit fees billed or
expected to be billed by the Company’s principal accountant, Holtz Rubenstein and Reminick, LLP for the audit of the financial
statements included in the Company’s Annual Reports on Form 10-K, and reviews of the financial statements included
in the Company’s Quarterly Reports on Form 10-Q, for the years ended December 31, 2011 and 2010 were $100,000
for each year, respectively.
Audit-Related Fees
The Company was billed
$2,405 and $2,062 by the Company’s principal accountant for the fiscal years ended December 31, 2011 and 2010, respectively,
for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s
financial statements and are not reported under the caption “
Audit Fees”
above.
Tax Fees
The Company was billed
or is expected to be billed an aggregate of $16,000 and $16,000 by the Company’s principal accountant for the fiscal years
ended December 31, 2011 and 2010, respectively, for tax services, principally the preparation of income tax returns.
All Other Fees
The Applicable law and
regulations provide an exemption that permits certain services to be provided by the Company’s outside auditors even if
they are not pre-approved. The Company has not relied on this exemption at any time since the Sarbanes-Oxley Act was enacted.
There have been no other fees that have been pre-approved by the Audit Committee of the Board of Directors.
Audit Committee Report
In connection with the preparation and
filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011:
|
(1)
|
the Audit Committee reviewed and
discussed the audited financial statements with the Company’s
management;
|
|
(2)
|
the Audit Committee discussed
with the Company’s independent auditors the matters required
to be discussed by SAS 61, as amended;
|
|
(3)
|
the Audit Committee received and
reviewed the written disclosures and the letter from the Company’s
independent auditors required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees)
and discussed with the Company’s independent auditors any
relationships that may impact their objectivity and independence
and satisfied itself as to the auditor’s independence; and
|
|
(4)
|
based on the review and discussions
referred to above, the Audit Committee recommended to the Board
that the audited financial statements be included in the 2011
Annual Report on Form 10-K.
|
This report shall not be deemed incorporated
by reference by any general statement incorporating this Proxy Statement by reference to any filing under the Securities Act of
1933, as amended, or under the Securities Exchange Act of 1934, as amended, and shall not be deemed filed under either of such
acts except to the extent that the Company specifically incorporates this information by reference.
This report is furnished by the Audit
Committee of the Board of Directors.
/s/ Luke P. LaValle, Jr.
|
|
/s/ Jan M. Winston
|
Luke P. LaValle, Jr.
|
|
Jan M. Winston
|
Audit Committee Chairman
|
|
|
|
|
|
/s/ Dennis G. Romano
|
|
/s/ N. E. Rick Strandlund
|
Dennis G. Romano
|
|
N. E. Rick Strandlund
|
NOTICE REGARDING FILING OF SHAREHOLDERS
PROPOSALS
AT 2013 ANNUAL
MEETING
Any proposal intended to be presented
by a shareholder at the 2013 Annual Meeting of Shareholders must be received by the Company at the Company’s principal executive
offices, 181 Legrand Avenue, Northvale, NJ 07647 no later than the close of business on January 1, 2013 to be considered for inclusion
in the Proxy Statement for the 2013 Annual Meeting and by March 16, 2013 in order for the proposal to be considered timely for
consideration at next years’ Annual Meeting (but not included in the Proxy Statement for such meeting).
The Annual Meeting of Shareholders is
called for the purposes set forth in the Notice. The Board does not know of any matter for action by shareholders at such meeting
other than the matters described in the Notice. However, the enclosed proxy will confer discretionary authority with respect to
matters which are not known at the date of printing hereof which may properly come before the meeting. It is the intention of
the person named in the proxy to vote in accordance with their judgment on any such matter.
You are cordially invited to attend the
Annual Meeting in person. Your participation in discussion of the Company’s affairs will be welcome.
|
/S/
William J. Foote
|
|
|
William J. Foote, Secretary
|
|
A copy of the Company's annual report on Form 10-K for the
fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission containing consolidated financial statements
of the Company as of December 31, 2011, is available (excluding exhibits) without cost to shareholders upon written request to
William J. Foote, Secretary, Inrad Optics, Inc., 181 Legrand Avenue, Northvale, NJ 07647 The annual report is not to be regarded
as proxy soliciting material or as a communication by means of which any solicitation is to be made.
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern
Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow
the instructions to obtain your records and to create an electronic voting instruction form.
|
INRAD OPTICS, INC.
|
|
181
LEGRAND AVENUE
|
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
|
NORTHVALE,
NJ 07647
|
If you would like to reduce the costs incurred by Inrad Optics,
Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote
using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future
years.
|
|
|
|
VOTE BY PHONE - 1-800-690-6903
|
|
Use any touch-tone telephone to transmit your voting instructions
up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call
and then follow the instructions.
|
|
|
|
VOTE BY MAIL
|
|
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION ONLY
|
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
|
|
|
|
For
All
|
Withhold
All
|
For All
Except
|
|
To
withhold authority to vote for any individual nominee(s), mark “For All
|
|
|
|
|
|
|
|
The Board of
Directors recommends you vote FOR the following:
|
|
|
|
|
|
Except” and write the number(s) of the nominee(s)
on the line below.
|
|
|
|
|
|
|
|
1.
Election
of Directors
Nominees
|
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01 Luke P. LaValle, Jr. 02 Joseph
J. Rutherford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors
recommends you vote FOR the following proposal:
|
|
For
|
Against
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
Ratify Holtz Rubenstein Reminick, LLP as the independent registered public accounting firm for the fiscal year ending December
31, 2012
|
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
NOTE:
Transact such other
business as may properly come before the meeting or any adjournment thereof. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED FOR THE BOARD NOMINEES, AND FOR THE RATIFICATION OF THE AUDITORS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY USING THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY NEVERTHELESS VOTE IN PERSON
IF YOU ATTEND.
|
|
|
|
|
|
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For address change/comments, mark
here.
(see reverse for instructions)
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0
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Please sign exactly as your name(s)
appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name, by authorized officer.
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Signature
[PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint
Owners)
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Date
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0000104216_1 R1.0.0.11699
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting:
The Annual Report, Notice & Proxy Statement is!are
available at
www.proxyvote.com
.
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INRAD OPTICS, INC
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181 Legrand Avenue
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Northvale, NJ 07647
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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The undersigned appoints William J. Foote and Jan M. Winston, and each of them, as Proxies, each with
the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, for and on behalf of the undersigned,
all the shares of common stock of Inrad Optics, Inc. held of record by the undersigned on April 18, 2012 at the Annual Meeting
of Shareholders of the Company to be held at the offices of the Company, 181 Legrand Avenue, Northvale, NJ 07647 on Wednesday,
June 13, 2012 at 10:00 a.m. Eastern Daylight Time or any adjournment thereof, upon matters properly coming before the meeting,
as set forth in the Notice of Annual Meeting and Proxy Statement, both of which have been received by the undersigned and upon
all such other matters that may properly be brought before the meeting, as to which the undersigned confers discretionary authority
upon said proxies. Without otherwise limiting the general authorization given hereby, said proxies are instructed to vote as directed
on the reverse side.
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Address change/comments:
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(If you noted any Address Changes and/or Comments
above, please mark corresponding box on the reverse side.)
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Continued and to be signed on reverse side
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0000104216_2 R1.0.0.11699
Grafico Azioni Inrad Optics (PK) (USOTC:INRD)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Inrad Optics (PK) (USOTC:INRD)
Storico
Da Giu 2023 a Giu 2024