SCHEDULE 14A INFORMATION
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(Amendment No. )
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12 |
EVERCEL, INC.
(Name of Registrant as Specified In Its Charter)
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EVERCEL, INC.
5 Pond Park Road, Hingham, MA 02043
781-741-8800
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO BE HELD JUNE 30, 2003
TO THE SHAREHOLDERS OF EVERCEL, INC.:
NOTICE IS HEREBY GIVEN that the Annual Shareholders' Meeting of Evercel, Inc. (the "Company"), will be held at the offices of C. E. Unterberg Towbin at 350 Madison Avenue, New York, New York on June 30, 2003 at 10:00 a.m. Eastern Daylight Savings Time for the following purposes:
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To elect two directors to serve for a three-year term and until their successors are duly elected and qualified; and |
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To transact such other business as may properly come before the Annual Meeting. |
Shareholders of record at the close of business on June 2, 2003 are entitled to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. If you do not expect to be present at the meeting, please fill in, sign, date and mail the enclosed Proxy as promptly as possible in order to save the Company further solicitation expense. There is enclosed with the Proxy an addressed envelope for which no postage is required if mailed in the United States.
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BY ORDER OF THE BOARD OF DIRECTORS |
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ANTHONY P. KIERNAN |
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CORPORATE SECRETARY |
Hingham, Massachusetts
June 2, 2003
EVERCEL, INC.
5 Pond Park Road
Hingham, MA 02043
781-741-8800
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 2003
This Proxy Statement is furnished to the shareholders of Evercel, Inc. (the "Company") in connection with the solicitation of proxies by the Board of Directors of the Company to be voted at the 2003 Annual Meeting of Shareholders (the "Annual Meeting") and at any adjournments thereof. The Annual Meeting will be held at 10:00 am Eastern Daylight Savings Time on June 30, 2003 at the offices of C. E. Unterberg Towbin located at 350 Madison Avenue, New York, New York. The Company is a Delaware corporation.
The approximate date on which this Proxy Statement and the accompanying proxy card are first being sent or given to shareholders is June 2, 2003.
VOTING
General
The securities which can be voted at the Annual Meeting consist of (i) shares of Common Stock, with each share entitling its owner to one vote on each matter submitted to the shareholders; and (ii) shares of Series A Cumulative Convertible Preferred Stock of the Company ("Series A Preferred Stock"), with each share entitling its owner to 3.64 votes on each matter submitted to the shareholders. The record date for determining the holders of Common Stock and Preferred Stock who are entitled to notice of and to vote at the Annual Meeting is June 2, 2003. On the record date, 10,435,260 shares of Common Stock and 210,555 shares of Preferred Stock were outstanding and eligible to be voted at the Annual Meeting.
Quorum and Vote Required
The presence, in person or by proxy, of a majority of the outstanding shares of Common Stock and Preferred Stock of the Company, acting as one class, is necessary to constitute a quorum at the Annual Meeting. The affirmative vote of the holders of a plurality of the votes represented in person or by proxy at the Annual Meeting is required to elect directors.
Voting by Proxy
In voting by proxy with regard to the election of directors, shareholders may vote in favor of all nominees, withhold their votes as to all nominees or withhold their votes as to specific nominees. Shareholders should specify their choices on the accompanying proxy card. All properly executed proxy cards delivered by shareholders to the Company and not revoked will be voted at the Annual Meeting in accordance with the directions given. If no specific instructions are given with regard to the matters to be voted upon, the shares represented by a signed proxy card will be voted FOR the election of the directors nominated by the Board. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters according to their best judgment.
Any shareholder delivering a proxy has the power to revoke it at any time before it is voted by giving written notice to the Secretary of the Company, by executing and delivering to the Secretary a proxy card bearing a later date or by voting in person at the Annual Meeting.
In addition to soliciting proxies through the mail, the Company may solicit proxies through its directors and employees in person and by telephone. Brokerage firms, nominees, custodians and fiduciaries also may be requested to forward proxy materials to the beneficial owners of shares held of record by them. All expenses incurred in connection with the solicitation of proxies will be borne by the Company.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Two directors are to be elected at the Annual Meeting, each to hold office for a three-year term and until a successor is elected and qualified. It is the intention of the persons named in the enclosed form of proxy to vote, if authorized, the proxies for the election as directors of the two persons named below as nominees. All of the nominees are at present directors of the Company. If any nominee declines or is unable to serve as a director (which is not anticipated), the persons named as proxies reserve full discretion to vote for any other person who may be nominated.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO ELECT THE TWO NOMINEES LISTED BELOW AS DIRECTORS OF THE COMPANY.
The following table sets forth certain information for each nominee for election as a director, each director who is continuing in office and an executive officer of the Company.
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NAME |
AGE |
PRINCIPAL OCCUPATION |
DIRECTOR |
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DIRECTORS NOMINATED FOR ELECTION: |
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William A. Lawson |
69 |
William A. Lawson has been President of W.A. Lawson Associates, an industrial and financial consulting firm, since 1987. Mr. Lawson is a director of FuelCell Energy, Inc. |
1998 |
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Dr. Chao Ming Huang |
46 |
Dr. Chao Ming Huang has been a Vice President of Far East Operations since July 1999. He is also a director of the foreign enterprise and has been the General Manager since January 1999. Prior to joining Evercel, he held various positions, including Director for Advanced Materials Research at FuelCell Energy, Inc. He received a Ph. D. in Mechanical Engineering from the University of Wyoming. |
2001 |
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DIRECTORS WHO WILL CONTINUE IN OFFICE: |
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James D. Gerson |
59 |
James D. Gerson has been our Chairman since July 2001. Prior to April 2003 and for a period in excess of five years, Mr. Gerson was a vice president of Fahnestock & Co., Inc. He has been a director of Evercel since September 1998. Mr. Gerson also serves as chairman of the Board of Directors of the foreign enterprise. Mr. Gerson also serves as a director of FuelCell Energy, Inc., Ag Services of America, Inc., a company financing farm inputs, and American Power Conversion Corp., a company producing power protection and related products. Mr. Gerson is also a director of Oxygen S.p.A. |
1998 |
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Warren Bagatelle |
64 |
Warren D. Bagatelle has been a Managing Director of Loeb Partners Corporation, a financial services company, and a general partner of Loeb Investors Co LXXV, an affiliate of Loeb Partners Corporation, an investment company, since 1988. Mr. Bagatelle is a director of FuelCell Energy, Inc. |
1998 |
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John H. Gutfreund |
72 |
John H. Gutfreund has been a director since January 2000. He is Senior Managing Director of C. E. Unterberg Towbin. He is the former Chairman and Chief Executive Officer of Salomon Inc. and a former Vice Chairman of the New York Stock Exchange. He is also a director of AccuWeather, Inc., an internet weather forecasting service; Nutrition 21, Inc., a manufacturer of nutrition products; Ascent Assurance, Inc., an insurance holding company; Maxicare Health Plans, Inc., a managed health care company; LCA-Vision, Inc., a provider of services to outpatient eye surgery facilities; LongChamp Core Plus Fund and Universal Bond Fund. |
2000 |
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Garry A. Prime |
59 |
Garry A. Prime has been our President and Chief Executive Officer since July 2001. Mr. Prime also serves as a director of the foreign enterprise. He is president of Sontek Industries, Inc., a private operating and investment company. He has led several successful turnarounds of both public and private companies over the past 25 years. Prime is also a director of Oxygen S.p.A. |
2001 |
The terms of Messrs. Bagatelle and Prime will expire in 2004, and the terms of Messrs. Gerson and Gutfreund will expire in 2005.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock and Preferred Stock as of December 31, 2002 by each person or group that is known by the Company to be the beneficial owner of more than 5% of its outstanding Common Stock, each director of the Company, each of the executive officers named under the heading "Executive Compensation" below and all directors and executive officers of the Company as a group (9 persons). This information is based upon information received from or on behalf of the named individuals.
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Name |
Number of |
Percentage |
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Warren D. Bagatelle(1) |
717,372 |
6.9% |
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James D. Gerson(2)(3) |
696,956 |
6.7% |
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Loeb Investors Co. LXXV(1) |
528,216 |
5.1% |
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Garry A. Prime(3) |
154,645 |
1.5% |
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William A. Lawson |
54,220 |
* |
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Chao Ming Huang(4) |
85,000 |
* |
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John H. Gutfreund(5) |
30,190 |
* |
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U.S. Trust Company of New York |
714,200 |
6.9% |
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All directors and executive officers as a group |
1,703,738 |
16.3% |
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Mr. Bagatelle, by virtue of being a general partner of Loeb Investors Co. LXXV, may be deemed to beneficially own the shares of Loeb Investors Co. LXXV. Mr. Bagatelle is a member of a group, as that term is used in Section 13(d) of the Exchange Act, which group, in the aggregate, owns 528,216 shares of common stock. In addition, Mr. Bagatelle beneficially owns 3,000 shares which may be issued upon exercise of options. |
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Mr. Gerson's shareholdings include 72,913 shares held by his wife as custodian for two children (of which 24,380 shares are issuable upon conversion of Series A Preferred Stock and exercise of related warrants). Also includes 21,064 shares held by a private foundation, of which Mr. Gerson is President and a Director. Mr. Gerson disclaims beneficial ownership of the securities held by his wife and of the private foundation. Mr. Gerson's other holdings also include 100,520 shares issuable upon conversion of Series A Preferred Stock and exercise of related warrants and 3,000 shares, which may be issued upon exercise of options. |
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Includes 100,000 shares which may be acquired upon exercise of options and 34,645 shares (of which 8,000 are issuable upon exercise of warrants) owned by a company of which he is an officer and a director, this being the same company of which Mr. Gerson is chairman. |
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Includes 80,000 shares, which may be acquired upon exercise of options. |
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Represents 12,190 shares, which may be issued upon conversion of Series A Preferred Stock and related warrants, and 18,000 shares, which may be issued upon exercise of options. |
Summary of Equity Compensation Plans
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Plan category |
Number of securities to be issued upon exercise of outstanding options |
Weighted average exercise price of outstanding options |
Number of options available for future issuance |
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Equity compensation plans approved by security holders |
536,499 |
$5.02 |
571,502 |
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Equity compensation plans not approved by security holders |
0 |
-- |
0 |
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Total |
536,499 |
$5.02 |
571,502 |
Dr. Chao Ming Huang is entitled to receive 100,000 options upon the acquisition, by the Company, of the minority interest in the joint venture and 100,000 options upon the acquisition of an operating company in China. These options are not reflected in the above table.
The minority interest in the joint venture was acquired in January, 2003 and accordingly Dr. Huang was granted 100,000 options.
Committees and Meetings of the Board of Directors
The Board of Directors held five meetings during the year ended December 31, 2002. All directors attended at least 75% of the meetings of the Board of Directors and Board committees of which they were members during 2002.
Audit Committee
The Company has an Audit Committee consisting of Messrs. Bagatelle (Chairman), Gerson and Lawson. The Board of Directors of the Company has adopted a written charter for the Audit Committee. The Audit Committee had four meetings in 2002 and has responsibility for consulting with the Company's officers regarding the appointment of independent public accountants as auditors, discussing the scope of the auditors' examination and reviewing annual financial statements. The Audit Committee has discussed and reviewed the audited financial statements with management. In addition, the Audit Committee has discussed with KPMG LLP their independence. The Audit Committee also considered whether the provision of non-audit services by the independent accountants is compatible with maintaining the independent accountant's independence. The Audit Committee also reviewed, among other things, the amount of fees paid to the independent accountants for audit and non-audit services (see "Audit and Related Fees"). Based on these factors, the Audit Committee recommended to the Company's Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K. The members of the Audit Committee are independent (as defined by the NASD listing standards).
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Audit Committee |
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Warren Bagatelle |
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James Gerson |
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William Lawson |
Compensation Committee
The Company has a Compensation Committee consisting of Messrs. Lawson (Chairman) Gutfreund and Gerson. The Compensation Committee had one meeting in 2002. The functions of the Compensation Committee are to review, approve and recommend to the Board of Directors the terms and conditions of incentive bonus plans applicable to corporate officers and key management personnel, to review and approve the annual salary of the chief executive officer, and to administer the Evercel, Inc. 1998 Equity Incentive Plan (the "1998 Plan").
Director Compensation
Beginning in April 2000, each outside board member received $10,000 per annum and a one-time grant of 4,000 nonqualified stock options. The stock options are granted pursuant to the Company's 1998 Plan. The option exercise price is the fair market value as of the grant date and are exercisable commencing one year after grant at the rate of 25% of such shares in each succeeding year and have restrictions as to transferability. An additional $4,000 per annum is paid to the Chairman and $2,000 per annum is paid to each member of the Compensation and Audit Committees.
Executive Compensation
The table below sets forth information concerning the compensation we paid to our chief executive officer and the other executive officer(s) whose salary and bonus exceeded $100,000 in 2002.
Summary Compensation Table
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Long-Term Compensation |
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Name and |
Year |
Salary ($) |
Bonus ($) |
Securities Underlying |
All Other Compensation ($) |
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Garry A. Prime(1) |
2002 |
$ 134,615 |
$ - |
- |
$ - |
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(1)Mr. Prime joined the Company as President and Chief Executive Officer on July 18, 2001.
Option Grants In Last Fiscal Year
There were no options granted in 2002.
2002 Year-end Option Values
The following table contains information about the aggregate value of the unexercised options for our common stock that were held at the end of 2002 by the executive officer named in the Compensation Table above. This officer exercised no options in 2002.
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Number of Securities |
Value of Unexercised |
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Name |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
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Garry A. Prime |
100,000 |
0 |
0 |
0 |
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's primary objectives in developing executive compensation policies are to attract, motivate and retain superior talent to enable the Company to achieve its business objectives and to align the financial interests of the executive officers with the shareholders of the Company.
The compensation of executive officers consists of base compensation, bonus, periodic grants of options and participation in benefit plans generally available to employees. In setting compensation, the Compensation Committee and the Chief Executive Officer strive to maintain base compensation for the Company's executive officers at levels which the Compensation Committee and the Chief Executive Officer, based on their experience, believe are competitive with the compensation of comparable executive officers in similarly situated companies while relying upon stock options and the informal bonus plan to provide significant performance incentives.
Executive officers are eligible to participate in an informal bonus plan. Awards under the informal bonus plan are determined by the Compensation Committee. The Compensation Committee relies significantly upon the recommendation of the Chief Executive Officer with respect to the bonus to be awarded to the other executive officers. The executive officers, as well as other key employees, may receive discretionary bonuses based upon a subjective evaluation of the performance of the Company and their contributions to the Company.
Each of the executive officers is eligible to receive awards under the 1998 Plan. The 1998 Plan will be used to align a portion of the officers' compensation with the shareholders' interest and the long-term success of the Company. In determining the number of options to be granted to each executive officer, the Compensation Committee reviews the recommendations provided by the Chief Executive Officer with respect to the executive officers other than the Chief Executive Officer and makes a subjective determination regarding those recommendations.
The Compensation Committee has not conducted any surveys of compensation packages of chief executive officers in comparable companies, but believes, based upon the individual experience of its members, that the compensation package for Mr. Prime for 2002 was reasonable based upon Mr. Prime's experience, his level of responsibility and the contributions made and expected to be made by him to the Company.
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Compensation Committee |
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William Lawson |
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John Gutfreund |
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James Gerson |
PERFORMANCE GRAPH
The following graph compares the annual change in the cumulative total shareholder return on the Company's Common Stock for the period since the Company's spin-off from FuelCell Energy, Inc. with the cumulative total return on the Russell 2000 and a peer group consisting of SIC Group Code 369 companies listed on The American Stock Exchange, Nasdaq Stock Market and New York Stock Exchange for that period.
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COMPANY/INDEX/MARKET |
4/6/99 |
YEAR ENDING |
YEAR ENDING |
YEAR ENDING |
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Evercel, Inc. |
100.00 |
304.17 |
23.00 |
75.00 |
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Misc. Electric Equipment Suppliers |
100.00 |
117.25 |
72.88 |
63.29 |
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Russell 2000 Index |
100.00 |
121.41 |
122.65 |
96.18 |
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934 requires the Company's executive officers and directors, and any persons owning more than 10% of a class of the Company's stock to file certain reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC").
Based solely on a review of copies of reports furnished to the Company and representations of certain officers, directors and shareholders owning more than 10% of the Company's Common Stock, the Company believes that all filing requirements applicable to its executive officers, directors and 10% shareholders were complied with during 2002.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have invested $155,000 in the equity of Oxygen S.p.A. and we hold 11.5% of its issued capital. In December 2000, we entered into a two year agreement in which Oxygen agreed to promote and incorporate into its manufacturing process our rechargeable nickel-zinc batteries in exchange for the exclusive rights to our technology for light vehicle applications in Europe. The agreement expired at the end of 2002 and has not been renewed. We recorded sales to Oxygen of $31,000 and $161,000 for batteries and chargers in 2002 and 2001 respectively. In addition, we billed Oxygen $9,000 for services in 2002 and reimbursed Oxygen $66,000 for marketing expenses incurred on our behalf in 2001. The agreement with Oxygen was negotiated prior to Mr. Prime joining Evercel. Unaffiliated members of the Board of Directors must approve any future agreements with Oxygen. James Gerson, our Chairman, and Garry Prime, our CEO and director, are directors of Oxygen.
We have a 24.5% equity interest valued at $168,000 in Everplore, Inc. (formally Xiamen Three Circles ERC Technology Co., Ltd.) (the "Tech JV") a joint venture whose purpose is to enhance cooperation between China and the United States in the field of energy and other new advanced technology fields. Dr. Chao Ming Huang, an employee and director of the Company has a 50.5% equity interest in the Tech JV.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP has audited the consolidated financial statements of the Company for the year ended December 31, 2002. A representative of KPMG LLP will be present at the Annual Meeting to make a statement if such representative desires to do so and to respond to appropriate questions.
AUDIT AND RELATED FEES
KPMG LLP's fees for the audit of the Company's annual financial statements for the year ended December 31, 2002, and for reviews of the Company's financial statements included in the Company's quarterly reports on Form 10-Q for the 2002 fiscal year were $109,000.
During the 2002 fiscal year no fees were billed to the Company by KPMG LLP for services related to the design and implementation of financial information systems.
The Company incurred fees of $55,000 for audit related and non-audit services provided by KPMG LLP during 2002. Audit related fees of $11,000 resulted from the services provided by KPMG related to the acquisition of the minority interest in the joint venture and for filing a SEC registration statement during 2002. Non-audit fees of $44,000 were incurred for tax services rendered to the Company during 2002.
The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of KPMG LLP.
SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
Shareholders who may wish to present proposals for inclusion in the Company's proxy materials and for consideration at the 2004 Annual Meeting of Shareholders should submit the proposals in writing to the Secretary of the Company in accordance with all applicable rules and regulations of the SEC no later than February 5, 2004. A proposal by a shareholder submitted outside the processes of Rule 14a-8 of the Securities Exchange Act of 1934 must be received by the Company on or before February 5, 2004 or it will be considered untimely.
ANNUAL REPORT AND FORM 10-K
ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 AND COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO: EVERCEL, INC., 5 POND PARK ROAD, HINGHAM, MA. 02043 ATTN: SECRETARY.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors knows of no matters which will be presented for consideration at the Annual Meeting other than the proposals set forth in this Proxy Statement. If any other matters properly come before the meeting, it is intended that the persons named in the proxy will act in respect thereof in accordance with their best judgment.
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By Order of the Board of Directors |
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Anthony P. Kiernan |
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Corporate Secretary |
Hingham, MA
June 2, 2003
EVERCEL, INC.
5 POND PARK ROAD
HINGHAM, MA 02043
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Garry Prime and Anthony Kiernan as Proxies, and each of them, each with power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of Common Stock of Evercel, Inc. (the "Company") held by the undersigned of record on June 2, 2003, at the annual meeting of the shareholders of the Company to be held on June 30, 2003 and at any and all adjournments thereof, and hereby revokes all former proxies:
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Election of two 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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William Lawson |
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Dr. Chao Ming Huang |
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(Instruction: To withhold authority to vote for any individual nominee or nominees, write that nominee's name(s) in the space provided below.)
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In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof. |
(sign on reverse side)
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED (i) FOR THE ELECTION OF ALL NOMINEES LISTED ABOVE.
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Dated _______________________, 2003 |
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Signature |
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Please print name: |
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Signature if held jointly |
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Please sign exactly as name appears on this card. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. |
PLEASE MARK, SIGN, DATE AND RETURN PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.