def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Advanced Photonix, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
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(4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials: |
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o 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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(2) Form, Schedule or Registration Statement No.: |
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TABLE OF CONTENTS
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ii
Notice of Annual Meeting of Shareholders
To Be Held
August 23, 2006
To the Shareholders of Advanced Photonix, Inc.:
You are invited to attend the Annual Meeting of Shareholders (the Annual Meeting) of Advanced
Photonix, Inc. (the Company), which will be held at the Companys Michigan office, 2925
Boardwalk, Ann Arbor, Michigan, at 10:00 a.m., Eastern time, on August 23, 2006, to consider the
following matters:
(1) |
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The election of six Directors to hold office until the next Annual Meeting of Shareholders
and until their respective successors are duly elected and qualified. The persons nominated
by the Board of Directors are Richard D. Kurtz, Robin F. Risser, M. Scott Farese, Lance
Brewer, Donald Pastor and Stephen P. Soltwedel, all of whom are described in the accompanying
Proxy Statement; and |
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(2) |
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Such other matters as may properly be brought before the Annual Meeting of Shareholders. |
The Board of Directors has fixed the close of business on June 30, 2006 as the record date for the
Annual Meeting. Only shareholders who owned the Companys Common Stock at the close of business on
June 30, 2006 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments
or postponements thereof. Shares can be voted at the Annual Meeting only if the holder is present
or represented by proxy.
The Board of Directors of the Company solicits the accompanying form of proxy. Reference is made to
the attached Proxy Statement for further information with respect to the business to be transacted
at the Annual Meeting.
A complete list of Shareholders entitled to vote at the Annual Meeting shall be open to the
examination of any shareholder, for any purpose relevant to the Annual Meeting, during ordinary
business hours, for a period of at least 10 days prior to the Annual Meeting, at the Companys
principal office, 2925 Boardwalk, Ann Arbor, Michigan 48104.
Shareholders are cordially invited to attend the Annual Meeting. Whether or not you expect to
attend the Annual Meeting in person, please complete, date and sign the accompanying proxy card and
return it without delay in the enclosed postage prepaid envelope. Your proxy will not be used if
you are present and prefer to vote in person or if you revoke the proxy.
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By Order of the Board of Directors |
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July 19, 2006
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Robin F. Risser |
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Secretary |
1
Proxy Statement
Annual Meeting of Shareholders
August 23, 2006
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of
Directors of Advanced Photonix, Inc., a Delaware corporation for use at the 2006 Annual Meeting of
Shareholders of the Company and for any adjournments or postponements thereof to be held at the
Companys Michigan office, 2925 Boardwalk, Ann Arbor, Michigan, at 10:00 a.m., Eastern time, on
August 23, 2006, for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. A Board of Directors proxy (the Proxy) for the Annual Meeting is enclosed, by
means of which you may vote as to the proposals described in this Proxy Statement.
The Board of Directors recommends a vote FOR the election of directors as described in this Proxy
Statement. All Proxies that are properly completed, signed and returned to the Company prior to the
Annual Meeting, and which have not been revoked, will be voted in accordance with the shareholders
instructions contained in such Proxy. In the absence of instructions, shares represented by such
Proxy will be voted FOR the election of the six nominees to the Board of Directors as described
herein. The Board of Directors is not aware of any business to be presented at the Annual Meeting
except the matters set forth in the Notice and described in the Proxy Statement. If any other
matters properly come before the Annual Meeting, the persons named in the accompanying Proxy will
vote on those matters in accordance with their best judgment. A shareholder may revoke his or her
Proxy at any time before it is exercised by filing with the Secretary of the Company at its offices
at 2925 Boardwalk, Ann Arbor, Michigan, 48104, either a written notice of revocation or a duly
executed Proxy bearing a later date, or by appearing in person at the Annual Meeting and expressing
a desire to vote his or her shares in person.
This Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, Proxy and 2006
Annual Report to Shareholders are being sent to Shareholders on or about July 19, 2006.
VOTING SECURITIES
June 30, 2006 has been fixed as the record date for the determination of Shareholders entitled to
notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. As of that
date, the Company had outstanding 19,005,697 shares of Class A and Class B Common Stock, $.001 par
value, which vote together as a single class. A quorum, representing a majority of the total
outstanding shares, must be established for the meeting to be held and any action to be taken. The
presence, in person or by proxy, of shareholders entitled to cast a majority of votes will
constitute a quorum for the Annual Meeting. Holders of Class A and Class B Common Stock are
entitled to one vote for each share owned. As a plurality of votes cast is required for the
election of directors, abstentions and broker non-votes will have no effect on the outcome of the
election.
Brokers holding shares for beneficial owners must vote those shares according to the specific
instructions they receive from beneficial owners. If specific instructions are not received,
brokers may vote those shares in their discretion, depending on the type of proposal involved. The
Corporation believes that, in accordance with the rules applicable to such voting by brokers,
brokers will have discretionary authority to vote on the election of directors. Shares as to which
brokers have not exercised such discretionary authority or received instructions from beneficial
owners are considered broker non-votes.
2
PROPOSAL 1 ELECTION OF DIRECTORS
A Board of six (6) Directors of the Company is to be elected at the Annual Meeting, each to serve,
subject to the provisions of the Companys by-laws, until the next Annual Meeting of Shareholders
and until his successor is duly elected and qualified. It is managements recommendation that the
accompanying form of Proxy be voted FOR the election as Directors of the six persons named below,
all of whom are currently Directors of the Company and two of whom are currently executive officers
of the Company. The Board of Directors believes that the nominees named below are willing to serve
as Directors. However, in the event that any of the nominees should become unable or unwilling to
serve as a Director, the Proxy will be voted for the election of such person or persons as shall be
designated by the Board of Directors pursuant to the recommendation of the Companys Nominating
Committee.
The following persons are nominees for election as Directors:
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Name |
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Age |
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Position |
Richard D. Kurtz
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54 |
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Chairman of the Board, President
and Chief Executive Officer |
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Robin F. Risser
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55 |
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Chief Financial Officer Secretary and Director |
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M. Scott Farese
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49 |
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Director |
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Stephen P. Soltwedel
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59 |
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Director |
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Lance Brewer
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48 |
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Director |
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Donald Pastor
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52 |
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Director |
Set forth below is certain information relating to the Directors and executive officers of the
Company:
Richard D. Kurtz Chairman of the Board, President and Chief Executive Officer
Mr. Kurtz became a director of the Company in February 2000, was elected Chairman of the Board in
July 2000, and was appointed Chief Executive Officer in February 2003. In June 2006, Mr. Kurtz was
appointed to serve as President of the Company. Prior to joining Advanced Photonix, he was
Director of Client Services and Strategic Planning for Quantum Compliance Systems Inc. a privately
owned software company specializing in the development and installation of Environmental Health and
Safety Management systems. Prior to joining Quantum, Mr. Kurtz served as Vice President of Sales
and Marketing for Filtertek Inc. an ESCO Technology company for more than 13 years.
Robin F. Risser Chief Financial Officer and Director
Mr. Risser joined the Company through the acquisition of Picometrix, Inc., and was appointed Chief
Financial Officer of the Company in May 2005 and became a director of the Company in July 2005.
Prior to joining the Company, Mr. Risser served as the Chief Executive Officer and a member of the
board of directors of Picometrix, Inc. since 1992, the year in which he co-founded Picometrix. Mr.
Risser is also a member of the Optical Society of America. Mr. Risser earned an MBA from the
University of Michigan in 1978 and passed the CPA exam in 1975.
3
M. Scott Farese Director
Mr. Farese became a director of the Company in August 1998. He is currently President of Chelsea
Investments, a firm specializing in facilitating private investments in privately held companies.
For the thirteen years prior to the establishment of Chelsea Investments, Mr. Farese was employed
by Filtertek, Inc., most recently holding the position of Business Unit Director. Filtertek, a
subsidiary of ESCO Technologies, a producer of custom filtration products and fluid control devices
and a manufacturer of custom molded filter elements.
Stephen P. Soltwedel Director
Mr. Soltwedel became a director of the Company in February 2000. He is currently the President of
Filtertek, Inc., where he has been employed since 1972 and previously held the position of Vice
President and Chief Financial Officer. Prior to joining Filtertek, Mr. Soltwedel was employed by
the public accounting firm of Baillies Denson Erickson & Smith in Lake Geneva, Wisconsin.
Lance Brewer Director
Mr. Brewer became a director of the Company in July 2005. He is currently founder and partner at
Brewer & Brewer Law firm since 1989. Brewer & Brewer is headquartered in Newport Beach, California
and specializes in representation of financial institutions, business acquisitions and litigation
and insurance defense.
Donald Pastor Director
Mr. Pastor became a director of the Company in July 2005 and is currently the Executive Vice
President and Chief Financial Officer of Telephonics Corporation. In addition, Mr. Pastor serves
as the Chief Executive Officer of TLSI, a wholly owned subsidiary of Telephonics. For the past
thirty years, Mr. Pastor has held a variety of financial, administrative and operational positions
in high technology and defense related industries.
Steven Williamson (Age 52) Chief Technology Officer
Mr. Williamson joined the Company in May 2005 through the acquisition of Picometrix, Inc. Prior to
joining the Company, Mr. Williamson had served as the President, Chief Technology Officer and a
member of the board of directors of Picometrix, Inc. since 1992, the year in which he co-founded
Picometrix. Mr. Williamson earned his B.A. in Physics (Optics) from the University of Rochester,
has 35 publications in the field of ultra fast optics and optoelectronics and holds twelve patents.
Directors serve annual terms until the next annual meeting of shareholders and until there
successors are duly elected and qualified. Officers serve at the pleasure of the Board of
Directors.
The Board has determined that M. Scott Farese, Stephen P. Soltwedel, Lance Brewer and Donald Pastor
are independent within the meaning of Securities Exchange Act Rule 10A-3 and within the
applicable American Stock Exchange (AMEX) definition.
4
BOARD OF DIRECTORS AND COMMITTEES
Board Meetings, Annual Meeting and Attendance of Directors
The Board of Directors held five meetings and acted by unanimous written consent two times during
the fiscal year ended March 31, 2006.
Each person who served as a director in fiscal year 2006 attended at least 75% of the aggregate of
(i) the total number of meetings of the Board of Directors held while such person was a director,
and (ii) the total number of meetings held by all committees of the Board on which such person
served while such person was a member of such committee. As a matter of policy, members of the
Board of Directors are required to make every reasonable effort to attend the Annual Meeting of
Shareholders. All members of the Board of Directors attended the Companys 2005 Annual Meeting of
Shareholders held on August 26, 2005.
Committees of the Board
The Board of Directors has the following standing committees: Audit Committee, Compensation
Committee, and Nominating and Governance Committee.
As set forth in the Audit Committee Charter, a copy of which is attached as Exhibit A, the Audit
Committees primary responsibilities are to: (i) oversee the Companys financial reporting
principles and policies including review of the financial reports and other financial and related
information released by the Company to the public, or in certain circumstances governmental bodies;
(2) review of the Companys system of internal controls regarding finance, accounting, business
conduct and ethics and legal compliance that management and the Board have established; (3) review
of the Companys accounting and financial reporting processes; (4) review and appraisal with
management of the performance of the Companys independent auditors; and (5) the provision of an
open avenue of communication between the independent auditors and the Board of Directors. The
Audit Committee held four meetings during fiscal year 2006. For the fiscal year ended March 31,
2006, the Audit Committee consisted of Messrs. Farese, Pastor and Soltwedel, all of whom are
independent within the meaning of Securities Exchange Act Rule 10A-3 and within the applicable
American Stock Exchange (AMEX) definition of independence. The Board has determined that Stephen
P. Soltwedel and Donald Pastor qualify as audit committee financial experts as defined by Item
401(h)(2) of Regulation S-K promulgated by the Securities and Exchange Commission. None of the
independent directors receives compensation from the Company other than directors fees and
discretionary option grants under the Companys Stock Option Plans for service on the Board or its
Committees.
The Compensation Committee evaluates directors and management compensation plans as well as the
Companys stock option and incentive plans. The Compensation Committee met three times during
fiscal 2006. The members of the Compensation Committee are Mr. Farese, Mr. Brewer and Mr.
Soltwedel, all of whom are independent under the applicable SEC and AMEX definitions.
The Nominating and Governance Committee identifies individuals qualified to become members of the
Board of Directors and its Committees and addresses the Companys demands for governance. The
Nominating and Governance Committee met once in excutive session during fiscal 2006; all other
discussions were conducted in connection with regular board meetings. The members of the
Nominating and Governance Committee are Mr. Farese, Mr. Brewer and Mr. Pastor, all of whom are
independent under the applicable SEC and AMEX definitions.
5
The charters for the Audit Committee, the Compensation Committee and the Nominating Committee have
been approved by the Board of Directors and are posted on the Companys website,
www.advancedphotonix.com under the Corporate Governance link on the Investors page.
Code of Ethics
The Company has adopted a Code of Ethical Conduct applicable to its Chief Executive Officer,
President and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. In addition the
Company has adopted a Code of Business Conduct and Ethics applicable to all employees, including
the above officers. Both Codes of Ethics are published on the Companys web site,
www.advancedphotonix.com under the Corporate Governance link on the Investors page.
Nomination Procedures
The Nominating & Governance Committee of the Board identifies, investigates and recommends
prospective directors to the Board with the goal of creating a balance of knowledge, experience and
diversity. In conducting this assessment, the Nominating and Governance Committee considers, among
other things, skills, expertise, integrity, character, judgment, independence, corporate
experience, length of service, willingness to serve, conflicts and commitments (including, among
other things, the number of other public and private company boards on which a director candidate
serves), and such other factors as it deems appropriate to maintain a balance of knowledge,
experience and capability on our board of directors. The Committee also considers whether a
prospective nominee has appropriate business experience, as well as the ability to make
independent, analytical judgments, the ability to be an effective communicator and the ability and
willingness to devote the time and effort to be an effective and contributing member of the board.
In the case of incumbent directors whose terms of office are set to expire, the Committee reviews
such directors overall service to the Company during their terms, including the number of meetings
attended, level of participation and quality of performance. Consideration of new director nominee
candidates typically involves a series of internal discussions, review of information concerning
candidates and interviews with selected candidates. The Committee identifies potential new director
candidates by recommendations from its members, other Board members, Company management and
shareholders, and may, if necessary or appropriate, utilize the services of a professional search
firm.
The Nominating & Governance Committee considers recommendations for director candidates submitted
by shareholders using the same criteria that it applies to recommendations from the committee,
directors and members of management. In order to be considered, a recommendation from a shareholder
must be submitted to the Nominating & Governance Committee in accordance with the director
nomination procedures set forth in our by-laws and the applicable rules of the SEC. See
Shareholder Proposals.
The Company has not made any changes to the procedures by which share holders may recommend
nominees to the Companys Board of Directors since the Company last provided disclosure to security
holders in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A of the Exchange Act.
6
Shareholder Communications
You may contact the entire Board of Directors, any Committee, the non-management directors as a
group or any individual director by calling the companys hotline reporting provider, Lighthouse
Services at at 800-785-1003 (U.S. and Canada). Lighthouse Services collects all requests for
contact and delivers them to the appropriate director or group of directors. The contact
information for our hotline is also located on our website at
www.advancedphotonix.com under the
Investor Inquiries link on the Investors page. Shareholders are also welcome to communicate
directly with the Board of Directors at its Annual Meeting of Shareholders.
AUDIT COMMITTEE REPORT
As required by its written charter, which sets forth its responsibilities and duties, the Audit
Committee reviewed and discussed our audited financial statements as of and for the year ended
March 31, 2006 with management.
The Audit Committee reviewed and discussed with representatives of Farber Hass Hurley & McEwen,
LLP, our independent registered public accounting firm, the matter required to be discussed by
Statement on Auditing Standards No. 61, as amended. The Audit Committee has also received and
reviewed the written disclosure and the letter from Farber Hass Hurley & McEwen, LLP required by
Standard No. 1, Independence Discussions with Audit Committee, as amended by the Independence
Standard Board, and have discussed with Farber Hass Hurley & McEwen their independence.
Based on their reviews and discussion, the Audit Committee recommended to the Board of Directors
that the Financial Statements referred to above be included in our Annual Report on Form 10-K for
the year ended March 31, 2006 for filing with the Securities and Exchange Commission.
The report is provided by the following independent directors, which constitute the Audit
Committee.
Steve Soltwedel, Chairman
Martin S. Farese
Donald Pastor
7
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee served as an officer or employee of the Company
or had any relationship with the Company requiring disclosure under the heading CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.
Report on Executive Compensation by the Compensation Committee
Compensation Policy
The Compensation Committee is responsible for setting and administering the policies, which govern
annual executive salaries, raises and bonuses. The Committee is responsible for administering our
Employee Stock Option Plans. The Compensation Committee consists of M. Scott Farese, Lance Brewer
and Stephen P. Soltwedel, each of whom is a non-employee member of the Board of Directors.
The policy of the Compensation Committee is to recommend compensation for the Chief Executive
Officer and other executive officers, reflecting the contribution of such executives to our growth
in sales and earnings, and the implementation of our strategic plans for growth. In addition, in
order to assure our ability to attract and retain managerial talent, an attempt is made to keep
compensation competitive with compensation offered by other companies of comparable quality, size
and performance.
Long-term incentive compensation policy consists of the award of stock options under our stock
option plans, which serve to identify and reward executive performance as measured against annual
strategic plan objectives and bonuses as determined by the Compensation Committee.
Performance and Chief Executive Officer Compensation
Executive compensation for the fiscal year ended March 31, 2006 consisted of base salary. The
Compensation Committee met from time to time during such fiscal year. All salary compensation paid
to the Chief Executive Officer and to our other executive officers during the fiscal year ended
March 31, 2006 was in accordance with the compensation policies.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
M. Scott Farese
Lance Brewer
Stephen P. Soltwedel
8
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the Company for services
rendered to the Companys Chief Executive Officer and to each of the other executive officers of
the Company whose cash compensation exceeded $100,000 for services rendered during the last three
fiscal years.
SUMMARY COMPENSATION TABLE
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Long Term Compensation |
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Awards |
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Annual Compensation |
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Securities Underlying |
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All Other |
Name and Principal |
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Bonus |
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Options |
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Compensation |
Position |
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Year |
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($) |
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($)1 |
Richard D. Kurtz |
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2006 |
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185,000 |
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21,000 |
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27,100 |
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Chairman of the Board and |
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2005 |
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168,000 |
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40,320 |
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28,000 |
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10,700 |
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Chief Executive Officer |
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2004 |
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160,000 |
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32,000 |
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150,000 |
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5,800 |
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Paul D. Ludwig |
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2006 |
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185,000 |
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18,000 |
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18,300 |
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President |
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2005 |
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168,000 |
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40,320 |
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24,000 |
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18,100 |
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2004 |
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160,000 |
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32,000 |
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50,000 |
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16,300 |
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Robin F. Risser |
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2006 |
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169,580 |
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30,000 |
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100,000 |
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10,900 |
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Chief Financial Officer and |
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2005 |
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n/a |
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n/a |
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n/a |
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n/a |
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Director 2 |
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2004 |
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n/a |
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n/a |
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n/a |
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n/a |
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Steven Williamson |
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2006 |
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169,580 |
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30,000 |
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100,000 |
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12,700 |
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Chief
Technology Officer3 |
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2005 |
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n/a |
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n/a |
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n/a |
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n/a |
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2004 |
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n/a |
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n/a |
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n/a |
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n/a |
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1 |
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Represents amounts paid by the Company on behalf of the named person in connection with
the Companys benefits plans, 401(k) Retirement Plan, vacation pay and car allowance. |
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Mr. Risser joined the Company in May 2005. |
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3 |
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Mr. Williamson joined the Company in May 2005. |
Employment Agreements
On May 2, 2005, the Company has entered into a three-year employment agreement with Robin F.
Risser, its new Chief Financial Officer. Pursuant to the employment agreement, Mr. Risser also
serves as President and General Manager of the Companys Picometrix business unit. Mr. Risser is
employed at an annual salary of $185,000 per year and a bonus to be determined and approved by the
Board of Directors of the Company. Upon the signing of the employment agreement, Mr. Risser
received a signing bonus of $30,000. On May 2, 2005, the Company entered into a three-year
employment agreement with Steven Williamson. Mr. Williamsons position with the Company and the
Picometrix business unit will be Chief Technology Officer with an annual salary of $185,000 per
year and a bonus to be determined and approved by the Board of Directors of the Company. Upon the
signing of the employment agreement, Mr. Williamson received a signing bonus of $30,000. Both
officers are prohibited from competing with the Company for a period of one year following certain
terminations of their employment
9
Stock Options
The following tables set forth certain information concerning stock options granted to the persons
named in the Summary Compensation Table during the last fiscal year and unexercised stock options
held by such persons at the end of such fiscal year.
Option Grants in Fiscal 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Grants |
|
|
Number of |
|
% of Total |
|
|
|
|
|
|
|
|
Securities |
|
Options |
|
|
|
|
|
|
|
|
Underlying |
|
Granted to |
|
Exercise Price |
|
|
|
|
|
|
Options |
|
Employees in |
|
per Share |
|
Expiration |
|
Grant Date |
Name1 |
|
Granted (#) |
|
Fiscal Year |
|
($/Sh) |
|
Date |
|
Value ($)2 |
Richard D.
Kurtz |
|
|
21,000 |
|
|
|
2 |
% |
|
$ |
2.32 |
|
|
|
6/3/2015 |
|
|
$ |
16,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul D. Ludwig |
|
|
18,000 |
|
|
|
2 |
% |
|
$ |
2.32 |
|
|
|
6/3/2015 |
|
|
$ |
14,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robin F. Risser |
|
|
100,000 |
|
|
|
11 |
% |
|
$ |
2.11 |
|
|
|
5/2/2015 |
|
|
$ |
70,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven Williamson |
|
|
100,000 |
|
|
|
11 |
% |
|
$ |
2.11 |
|
|
|
5/2/2015 |
|
|
$ |
70,760 |
|
|
|
|
1 |
|
See Summary Compensation Table and Directors and Executive Officers for
principal position. |
|
2 |
|
As permitted by SEC rules, we have elected to calculate the Grant Date
Present Value of the options set forth in this table using the Black-Scholes option-pricing model.
The Companys use of this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option models require a prediction about the future movement of stock
price. The actual value of the options in this table will depend on the actual market value of the
Companys stock during the applicable term and on the date the options are exercised. The dollar
amounts in this column are not intended to forecast potential future appreciation, if any, of the
Companys Class A Common Stock. |
Aggregated Option Exercises in Fiscal 2006 and Fiscal Year End Option Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
Value of Unexercised In- |
|
|
Shares |
|
|
|
Underlying Unexercised |
|
the-Money Options at |
|
|
Acquired on |
|
|
|
Options at Fiscal Year End (#) |
|
Fiscal Year End ($) |
Name1 |
|
Exercise (#) |
|
Value Realized |
|
Exercisable/Un-exercisable |
|
Exercisable/Un-exercisable2 |
Richard D. Kurtz |
|
|
|
|
|
350,000 / 93,600 |
|
$652,940 / $121,080 |
Paul D. Ludwig |
|
|
|
|
|
123,200 / 68,800 |
|
$227,220 / $89,840 |
Robin F. Risser |
|
|
|
|
|
20/000 / 80,000 |
|
$12,000 / $48,000 |
Steven Williamson |
|
|
|
|
|
20,000 / 80,000 |
|
$12,000 / $48,000 |
|
|
|
1 |
|
See Summary Compensation Table and Directors and Executive Officers for principal position. |
|
2 |
|
The Value of Unexercised In-the-Money Options is calculated based on the difference between
the exercise price of such options and the closing price of the Companys Class A Common
Stock on March 31, 2006 as reported on the American Stock Exchange. |
Compensation of Directors
During 2006 each independent member of the Board of Directors received an annual retainer in the
amount of $8,000, plus directors fees in the amount of $1,000 for each board meeting attended,
plus $750 for each committee meeting attended. In addition, all directors, including employee
directors, are reimbursed for reasonable travel expenses incurred in connection with their
attending meetings of the Board of Directors and committees. Each director who is not an employee
of the Company is also eligible for a grant of stock options
10
upon their appointment to the Board of Directors and all directors are eligible for stock option
grants on a discretionary basis so long as they remain on the Board under the Advanced Photonix
2000 Stock Option Plan.
In fiscal year 2006, Mr. Brewer and Mr. Pastor were each granted 100,000 options in connection with
their initial appointments as Directors and Mr. Farese and Mr. Soltwedel were granted 25,000 each
for their continuing service as directors. Directors who also serve as officers of the Company do
not receive cash compensation or option grants in consideration for their services as directors.
11
PERFORMANCE GRAPH
The following graph compares the value of $100 invested in the Companys Class A Common Stock with
a similar investment in the American Stock Exchange Market Value Index (U.S.) and the American
Stock Exchange Technology Index for the periods ended March 26, 2000 through March 31, 2006.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG ADVANCED PHOTONIX, INC., THE AMEX MARKET VALUE (U.S.) INDEX
AND THE AMEX TECHNOLOGY INDEX
|
|
|
* |
|
$100 invested on 3/25/01 in stock or index-including reinvestment of dividends. Indexes calculated on month-end basis. |
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 1, 2005, certain information concerning the holdings of
each person who was known by the Company to be the beneficial owner of more than five percent (5%)
of the outstanding shares of Class A common stock of the Company, by each director and executive
officer and by all directors and officers as a group.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Shares Underlying |
|
|
|
|
of Shares |
|
Exercisable |
|
Percent of |
|
|
Owned |
|
Options/Warrants1 |
|
Class2 |
Name of Beneficial Owner |
|
|
|
|
|
|
|
|
|
|
|
|
Smithfield Fiduciary LLC
C/O Highbridge Capital Management
9 West 57th Street, 27th Floor
New York, NY 10019 |
|
|
|
|
|
|
3,953,317 |
3 |
|
|
20.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officers and Directors |
|
|
|
|
|
|
|
|
|
|
|
|
Steven Williamson4 |
|
|
1,716,667 |
|
|
|
40,000 |
|
|
|
9.3 |
% |
Robin F. Risser4 |
|
|
868,333 |
|
|
|
40,000 |
|
|
|
4.8 |
% |
Richard D. Kurtz4 |
|
|
75,000 |
|
|
|
565,200 |
|
|
|
3.4 |
% |
M. Scott Farese4 |
|
|
45,100 |
|
|
|
364,000 |
|
|
|
2.2 |
% |
Stephen P. Soltwedel4 |
|
|
14,000 |
|
|
|
350,000 |
|
|
|
1.9 |
% |
Donald Pastor4 |
|
|
2,000 |
|
|
|
20,000 |
|
|
|
0.1 |
% |
Directors & Officers as a Group |
|
|
2,721,100 |
|
|
|
1,379,200 |
|
|
|
21.6 |
% |
|
|
|
1 |
|
Includes shares underlying options exercisable on July 1, 2006 and options, which
become exercisable within 60 days thereafter. |
|
2 |
|
Represents percentage of issued and outstanding shares of the Companys Class A Common
Stock and Class B Common Stock, assuming beneficial owner exercises all options and
warrants, exercisable within 60 days of July 1, 2006, but no other options and warrants are
exercised. |
|
3 |
|
Represents 1,276,234 shares underlying warrants which are currently exercisable and
2,677,083 shares which are issuable upon conversion of a convertible notes. |
|
4 |
|
The Shareholders address is c/o Advanced Photonix, Inc., 2925 Boardwalk Drive, Ann Arbor,
Michigan 48104. |
13
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of July 1, 2006, the aggregated information pertaining to all
securities authorized for issuance under the Companys equity compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Weighted- |
|
|
|
|
Securities to be |
|
average exercise |
|
|
|
|
issued upon |
|
price of |
|
Number of |
|
|
exercise of |
|
outstanding |
|
securities |
|
|
outstanding |
|
options, |
|
remaining |
|
|
options, warrants |
|
warrants and |
|
available for |
Plan Category |
|
and rights |
|
rights |
|
future issuance |
Equity compensation
plans approved by
shareholders |
|
|
2,166,350 |
|
|
$ |
1.66 |
|
|
|
218,222 |
|
Equity compensation
plans not approved
by shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,166,350 |
|
|
$ |
1.66 |
|
|
|
218,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Federal Securities laws require the Companys officers and directors and persons owning more than
10% of its common stock to file certain reports on ownership and changes in ownership with the
Securities and Exchange Commission (or SEC). Based solely on its review of the copies of the forms
received by it, the Company believes that all of its officers and directors complied with the
filing requirements applicable to them, except with respect to the following: Mr. Risser, Mr.
Williamson and Mr. Brewer filed late Form 3s reporting their initial holdings upon becoming
reporting persons and late Form 4s reporting the options granted to them in connection with such
appointments; in lieu of filing a late Form 3 and Form 4, Mr. Pastor reported his holdings upon
being appointed a director and the option granted to him in connection with such appointment on a
Form 5; Mr. Farese and Mr. Soltwedel each filed two late Form 4s, each form reporting a single
stock option grant occurring during the fiscal year; and Mr. Kurtz filed one late Form 4 reporting
a single stock option grant occurring during the fiscal year. The Company has instituted
additional procedures to facilitate Section 16(a) compliance by its officers and directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As part of the merger consideration for the sale of Picometrix, Inc. to the Company, Mr. Williamson
and Mr. Risser received four-year promissory notes in the aggregate principal amount of $2,900,500
(consisting of $1,933,667 owed to Mr. Williamson and $966,833 owed to Mr. Risser) (the API
Notes). The API Notes are payable in four annual installments with the first being a payment in
the aggregate amount of $500,000, the second being a payment in the aggregate amount of $550,000,
the third being a payment in the aggregate amount of $900,000 and the fourth being a payment in the
aggregate amount of $950,500. The API Notes bear an interest rate of prime plus 1.0% and are
secured by all of the intellectual property of the Picometrix business unit of the Company. The
Company has the option of prepaying the API Notes without penalty.
14
RELATIONSHIP WITH INDEPENDENT AUDITORS
Farber Hass Hurley & McEwen LLP, independent auditors, audited the Companys financial statements
for fiscal years 2000-2006 and has been selected to audit the Companys financial statements for
fiscal year 2007. Representatives of Farber Hass Hurley & McEwen LLP are expected to be present at
the Annual Meeting to respond to appropriate questions from Shareholders and to make a statement if
they desire to do so.
Audit Fees
The following table sets forth the aggregate fees billed to the Company for the fiscal years ended
March 27, 2005 and March 31, 2006, by the Companys independent auditor, Farber Hass Hurley &
McEwen LLP. The following table presents fees for professional audit services rendered by Farber
Hass Hurley & McEwen LLP for the audit of the Companys annual financial statements and review of
financial statements included in the registrants quarterly reports on Form 10-Q (Audit Fees) for
fiscal 2006 and 2005, and fees billed for other services rendered by Farber Hass Hurley & McEwen
LLP.
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
Audit Fees(1) |
|
$ |
119,230 |
|
|
$ |
60,350 |
|
Audit Related Fees(2)(3) |
|
|
9,350 |
|
|
|
57,170 |
|
Tax Fees(3)(4) |
|
|
10,970 |
|
|
|
8,500 |
|
All Other Fees |
|
|
|
|
|
|
|
|
Total |
|
$ |
139,550 |
|
|
$ |
126,020 |
|
|
|
|
(1) |
|
The fees consisted of the audit of the Companys consolidated financial
statements included in the Companys Annual Report on Form 10-K and reviews of its
interim financial statements included in the Companys Quarterly Reports on Form 10-Q
and audit fees in connection with the Picometrix acquisition. |
|
(2) |
|
Audit related fees consisted principally of the audit of the Companys
benefit plan and consultations regarding acquisitions. |
|
(3) |
|
The Audit Committee has determined that the provision of all non-audit
services performed for the Company by Farber Hass Hurley & McEwen LLP is
compatible with maintaining that firms independence. |
|
(4) |
|
Tax fees consisted primarily of tax return preparation, state tax
matters and tax advisory services. |
The Audit Committees policy is to pre-approve all audit services and all non-audit services that
the Companys independent auditor is permitted to perform for the Company under applicable federal
securities regulations. While it is the general policy of the Audit Committee to make such
determinations at full Audit Committee Meetings, the Audit Committee may delegate its pre-approval
authority to one or more members of the Audit Committee, provided that all such decisions are
presented to the full Audit Committee at its next regularly scheduled meeting.
EXPENSES
The entire cost of preparing, assembling, printing and mailing the Proxy Statement, the enclosed
Proxy, Annual Report and other materials, and the cost of soliciting Proxies with respect to the
Annual Meeting, will be borne by the Company. The Company will request banks and brokers to
solicit their customers who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of such solicitations.
The solicitation of Proxies by mail may be
15
supplemented by telephone and telegram by officers and other regular employees of the Company, but
no additional compensation will be paid to such individuals.
SHAREHOLDER PROPOSALS
If you wish to submit a proposal for consideration at our 2007 Annual Meeting of Shareholders, you
should submit the proposal in writing to us at the address set forth on page one of this Proxy
Statement. Proposals must be received by us on or before March 19, 2007, for inclusion in next
years proxy materials. If you submit a proposal you must, in all other respects, comply with Rule
14a-8 under the Securities Exchange Act of 1934. If you intend to present a proposal at our 2007
Annual Meeting without inclusion of the proposal in our proxy materials, you are required to
provide notice of the proposal to us in accordance with our By-Laws no later than May 16, 2007 nor
earlier than April 26, 2007.
If a properly submitted shareholder proposal is received after May 16, 2007, we may vote in our
discretion as to that proposal all of the shares for which we have received proxies for the 2007
Annual Meeting of Shareholders.
|
|
|
|
|
By Order of the Board of Directors |
|
|
|
Ann Arbor, Michigan |
|
|
July 19, 2006
|
|
Robin F. Risser |
|
|
Secretary |
IN CONNECTION WITH THE 2006 ANNUAL MEETING OF STOCKHOLDERS, WE HAVE COMBINED THE NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS, PROXY STATEMENT AND 2006 ANNUAL REPORT TO STOCKHOLDERS INTO ONE DOCUMENT.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY STATEMENT, ON THE
WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANYS ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED MARCH 31, 2006 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO, BUT EXCLUDING EXHIBITS). SUCH REQUESTS SHOULD BE DIRECTED TO
CORPORATE SECRETARY, 2925 BOARDWALK, ANN ARBOR, MICHIGAN 48104.
16
Exhibit A
Audit Committee Charter
I. PURPOSE
The Audit Committee will assist the Board of Directors by overseeing the integrity of the Companys
financial statements and reporting process, overseeing the Companys compliance with legal and
regulatory requirements, overseeing the independent auditors qualifications and independence, and
overseeing the performance of the Companys internal audit function and independent auditors. The
Board of Directors recognizes that the Audit Committee will rely on the advice and information it
receives from the Companys management and its internal and outside auditors. The Board of
Directors does, however, expect the Audit Committee to exercise independent judgment in assessing
the quality of the Companys financial reporting process and its internal controls. In doing so,
the Board of Directors expects that the Audit Committee will maintain free and open communications
with the other directors, the Companys independent and internal auditors and the financial
management of the Company. The Audit Committee will prepare a report as required by the Securities
and Exchange Commission to be included in the Companys annual proxy statement.
The Committee has the authority to conduct any investigation appropriate to fulfilling its
investigations. It shall have direct access to the independent auditors as well as to anyone in
the Corporation as deemed necessary by the Committee. The Committee has the authority to retain,
at the Corporations expense, special legal, accounting or other experts, consultants and advisors,
as it deems necessary in the performance of its duties.
The Committee shall have a clear understanding with the independent auditors that they must
maintain an open and transparent relationship with the Committee, that the ultimate accountability
of the independent auditors is to the Committee and that the independent auditors must report
directly to the Committee. The Committee shall make regular reports to the Board concerning its
activities.
The Corporation shall provide the Committee with appropriate funding, as determined by the
Committee, (i) to compensate the independent auditors engaged for purposes of rendering an audit
report or related work or performing other audit, review or attest services, (ii) to compensate any
experts, consultants or advisors engaged by the Committee and (iii) for the ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee shall give prompt notice to the Corporations Chief Financial Officer of all
expenditures by the Committee.
II. COMPOSITION
The Audit Committee shall be comprised of three directors, each of whom shall meet the independence
requirements of the Securities and Exchange Commission (SEC) and the American Stock Exchange
(AMEX). No member of the Committee, other than in his or her capacity as a member of the Board
or of a committee of the Board, shall (i) accept any consulting, advisory or other fee from the
Corporation or any subsidiary of the Corporation or (ii) be an affiliated person of the Corporation
or any subsidiary of the Corporation.
17
All members of the Committee shall meet the expertise requirements of the SEC and the AMEX, and at
least one member of the Committee shall qualify as an audit committee financial expert under
Section 401(e) of Regulation S-B.
The members of the Committee shall be elected or reappointed by the Board annually for a one-year
term. The Board shall appoint a Chairperson.
III. MEETINGS
The Committee will meet with management and the independent auditors at least four times annually
and be available to meet more frequently as circumstances dictate. In addition to these
regularly scheduled meetings, the Committee should meet, at its discretion, with management and the
independent auditors in separate executive sessions to discussion any matters that the Committee
and each of these groups believe should be discussed privately.
IV. COMPENSATION
The members of the Audit Committee shall be compensated for participation at Committee meetings as
provided by the Board, and shall be reimbursed for expenses incurred in connection with their
service on the Committee. No additional fees (other than for service as a director) may be paid to
members of the Committee.
V. RESPONSIBILITIES AND DUTIES
The responsibilities and duties the Audit Committee shall include the following:
Documents/Reports Review
1) |
|
Review with financial management and the independent auditors, prior to filing, the
Corporations annual financial statements, the 10-KSB report and other reports, including the
Managements Discussion and Analysis contained in these reports, the year-end earnings release
and other financial information and earnings guidance provided to analysts or rating agencies,
the public, or in certain circumstances governmental bodies, including any certification,
report, opinion or review rendered by the independent auditors. |
|
2) |
|
Review with financial management and the independent auditors each quarterly earnings release
and 10-QSB quarterly reports, including the Managements Discussion and Analysis contained in
these reports, prior to their filing. The Chairperson of the Committee may represent the
entire Committee for purposes of this review. |
|
3) |
|
Review with independent auditors and senior management the recommendations of the independent
auditors included in their management letter, if any, and their informal observations
regarding the adequacy of overall financial and accounting procedures of the Corporation. On
the basis of this review, make recommendations to senior management for any changes that seem
appropriate. |
|
4) |
|
Review and discuss with management all Section 302 and 906 certifications and Section 404
internal control reports (including the attestation of the independent auditors) required by
the S-O Act. |
Independent Auditors
18
5) |
|
Appoint, retain (or terminate) and oversee the independent auditors. Although the Committee
has the sole authority to appoint the independent auditors, the Committee shall recommend that
the Board ask the Corporations stockholders. at their annual meeting, to approve the
Committees selection of independent auditors. The Committee shall also approve the
compensation of the independent auditors. |
|
6) |
|
On a periodic basis, at least annually, the Committee will review and discuss with the
auditors all significant relationships, including non-audit services, proposed or performed,
the auditors have with the Corporation to determine the auditors independence. In connection
with each such review, the Committee shall request that the independent auditors submit a
formal written statement delineating all relationships (including non-audit services
performed) between the independent auditors and the Corporation and its officers and
directors, describing the Independent Auditor Firms internal quality control procedures and
the particulars of any material issues raised by reviews of these procedures during the
preceding five years. |
|
7) |
|
Meet with the independent auditors prior to the audit to review the planning and scope of the
audit. |
|
8) |
|
In addition to approving the engagement of the independent auditors to audit Corporations
consolidated financial statements, approve, in accordance with Section 202 of the S-O Act, all
use of the Corporations independent auditors for non-audit services, other than non-audit
services prohibited by Section 10A(g) of the Securities Exchange Act of 1934, as amended.
Audit and non-audit services must be approved either (i) explicitly in advance or (ii)
pursuant to a pre-approved policy established by the Committee detailed as to the services
that may be pre-approved, that does not permit delegation of approval authority to the
Corporations management, and requires management to inform the Committee of each service
approved and performed under the policy. The Committee will also set clear hiring policies
for employees or former employees of the Independent Auditor. |
|
9) |
|
Prior to releasing year-end earnings, discuss the results of the audit with the independent
auditors. In this regard, the Committee shall obtain, review and discuss with the independent
auditors reports and analyses from the independent auditors concerning: (i) all critical
accounting policies and practices used by the Corporation, (ii) significant financial
reporting issues and judgments made in connection with the preparation of the financial
statements, including all alternative treatment of financial information within generally
accepted accounting principles (GAAP) that have been discussed with management, the
ramifications of the use of alternative disclosures and treatments and the treatments
preferred by the independent auditors, (iii) significant issues regarding accounting
principles and estimates. (iv) off-balance sheet items, (v) related party transactions, (vi)
any other material written communications between the independent auditors and management. In
addition, the Committee shall discuss certain matters required to be communicated to the
Committee by the independent auditors in accordance with generally accepted accounting
standards. |
|
10) |
|
Ensure that the lead audit partner assigned by the independent auditors to the Corporation,
as well as the reviewing or concurring partner and the other audit engagement team partners.
be rotated in accordance with Section 203 of the S-O Act. |
|
11) |
|
Annually consult with the independent auditors out of the presence of management about
internal controls and the fullness and accuracy of the Corporations financial statements. |
Financial Reporting Process
12) |
|
In consultation with the independent auditors, review the integrity of the Corporations
financial reporting process, both internal and external. |
19
13) |
|
Following completion of the annual audit, review separately with management and the
independent auditors any significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required information. |
|
14) |
|
Review any significant disagreement among management and the independent auditors in
connection with the preparation of the financial statements. In cases where any such
disagreement cannot be resolved to the mutual satisfaction of management and the independent
auditors, the Committee shall have the responsibility for making the final determination of
the Corporations position. |
|
15) |
|
Establish regular reporting to the Audit Committee by management and the independent auditors
regarding any principal/critical risks, emerging or developing issues and significant
judgments made or to be made in managements preparation of the financial statements. |
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Review with the independent auditors and management the extent to which changes or
improvements in financial or accounting practices, as approved by the Audit Committee, have
been implemented. |
Ethical and Legal Compliance
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Review managements programs and processes for risk assessment and risk management for
protection of the Corporations assets and business. |
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Review, with the Corporations counsel, legal compliance matters, including corporate
Securities Trading Policy and Code of Business Conduct. |
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Review, with the Corporations counsels, any legal matter that could have a significant
impact on the Corporations financial statements. |
Other Committee Responsibilities
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Establish procedures for the receipt, retention and treatment of complaints received by the
Corporation regarding accounting, internal accounting controls, and auditing matters and
confidential, anonymous submissions by employees of the Corporation of concerns regarding
questionable accounting or auditing matters, consistent with the Corporations Code of
Business Conduct. |
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Annually prepare a report to stockholders as and to the extent required by SEC regulations.
This report should be included in the Corporations proxy statement to the extent required by
SEC regulations. |
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Annually provide for a review of the Committees performance. |
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Assure that minutes of each meeting are prepared and distributed to all members of the Board
of Directors and provide periodic summary reports to the Board of Directors. The Secretary of
the Corporation will maintain the permanent file of the minutes. |
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Review and approve the Corporations Code of Business Conduct. |
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25) |
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Review and update this Charter annually, as conditions dictate. Revisions to this Charter
should be submitted to the Board for approval and published as required by SEC regulations. |
Perform any other activities consistent with this Charter, the Corporations By-Laws and government
law, as the Committee or the Board deems necessary or appropriate
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ADVANCED PHOTONIX, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 23, 2006
The undersigned hereby constitutes and appoints Richard D. Kurtz and Robin F. Risser or any one of
them, as proxies, with full power of substitution, to vote all shares of stock of Advanced
Photonix, Inc. (the Company) which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of the Company to be held at the Companys Michigan
office, 2925 Boardwalk, Ann Arbor, Michigan, at 10:00 a.m., Eastern time, on August 23, 2006, or at
any adjournments or postponements thereof:
(1) Election of Directors
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FOR all nominees listed below
(except as marked to the contrary below) |
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WITHHOLD AUTHORITY to vote for all
nominees listed
below |
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Richard D. Kurtz |
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Robin Risser |
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Donald Pastor |
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M. Scott Farese |
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Stephen P. Soltwedel |
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Lance Brewer |
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(Instructions: To withhold authority to vote for any individual nominee, strike a line through
the nominees name in the above list.)
(2) To transact such other business as may properly come before the meeting or any adjournment or
postponement thereof.
(PLEASE SIGN ON REVERSE SIDE)
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED, OR IF NO SPECIFICATIONS ARE MADE,
WILL BE VOTED BY THE PROXIES FOR THE ELECTION OF THE ABOVE NOMINEES FOR DIRECTOR, AND TO USE THEIR
DISCRETION TO VOTE ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF MEETING AND ANNUAL REPORT FURNISHED
HEREWITH.
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Dated: , 2006 |
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Signature of Stockholder |
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Signature of Stockholder |
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Note: When signing as attorney-in-fact, executor, administrator,
trustee or guardian, please add your title as such, and if signer is
a corporation, please sign with full corporate name by duly
authorized officer or officers and affix the corporate seal. Where
stock is issued in the name of two or more persons, all such persons
should sign. Please date, sign and return in the enclosed envelope
promptly. |
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