SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 9, 2001
The Annual Meeting of the Stockholders of Northern Technologies
International Corporation, a Delaware corporation (the "Company"), will be held
at the Hyatt Regency Minneapolis, 1300 Nicollet Mall, Minneapolis, Minnesota
55403, beginning at 11:00 a.m., local time, on Friday, February 9, 2001, for the
following purposes:
1. To elect nine persons to serve as directors until the next
annual meeting of the stockholders or until their respective
successors shall be elected and qualified;
2 To approve the appointment of Deloitte & Touche LLP as
independent auditors for the fiscal year ending August 31,
2001; and
3. To transact such other business as may properly come before
the meeting.
The record date for determination of stockholders entitled to notice of
and to vote at the meeting and any adjournments thereof is the close of business
on December 22, 2000.
Whether or not you expect to attend the meeting in person, please
complete, sign, date and promptly return the enclosed proxy in the envelope
provided, which requires no postage if mailed in the United States.
By Order of the Board of Directors
/s/ Tiffany M. Swann
Tiffany M. Swann
CORPORATE SECRETARY
January 9, 2001
Lino Lakes, Minnesota
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
6680 N. HIGHWAY 49
LINO LAKES, MINNESOTA 55014
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 9, 2001
INTRODUCTION
The Annual Meeting of the Stockholders of Northern Technologies
International Corporation (the "Company") will be held at the Hyatt Regency
Minneapolis, 1300 Nicollet Mall, Minneapolis, Minnesota 55403, beginning at
11:00 a.m., local time, on Friday, February 9, 2001, or at any adjournments
thereof (the "Annual Meeting"), for the purposes set forth in the Notice of
Meeting.
A proxy card is enclosed for your use. You are solicited on behalf of
the Board of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. No postage is required if mailed within the United States. The cost of
soliciting proxies, including the preparation, assembly and mailing of proxies
and soliciting material, as well as the cost of forwarding such material to the
beneficial owners of the Company's common stock, will be borne by the Company.
Directors, officers and regular employees of the Company may, without
compensation other than their regular compensation, solicit proxies by
telephone, telegraph or personal conversation. The Company may reimburse
brokerage firms and others for expenses in forwarding proxy materials to the
beneficial owners of the Company's common stock.
Any stockholder giving a proxy may revoke it at any time prior to its
use at the Annual Meeting either by giving written notice of such revocation to
the Secretary of the Company, by filing a duly executed proxy bearing a later
date with the Secretary of the Company or by appearing at the Annual Meeting and
filing written notice of revocation with the Secretary of the Company prior to
use of the proxy. Proxies will be voted as specified by stockholders. Proxies
that are signed by stockholders but that lack any such specification will be
voted in favor of the proposals set forth in the Notice of Meeting and in favor
of the election as directors of the nominees for directors listed in this Proxy
Statement.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL OF THE
PROPOSALS SET FORTH IN THE NOTICE OF MEETING.
The Company expects that this proxy material will first be mailed to
stockholders on or about January 9, 2001.
VOTING OF SHARES
Only holders of the Company's common stock, $.02 par value (the "Common
Stock"), of record at the close of business on December 22, 2000 will be
entitled to vote at the Annual Meeting. On December 22, 2000, the Company had
3,796,951 outstanding shares of Common Stock, each such share entitling the
holder thereof to one vote on each matter to be voted on at the Annual Meeting.
The holders of a majority of the shares entitled to vote and represented in
person or by proxy at the Annual Meeting will constitute a quorum for the
transaction of business at the Annual Meeting. In general, shares of Common
Stock represented by a properly signed and returned proxy card will be counted
as shares present and entitled to vote at the meeting for purposes of
determining a quorum, without regard to whether the card reflects abstentions
(or is left blank) or reflects a "broker non-vote" on a matter (i.e., a card
returned by a broker because voting instructions have not been received and the
broker has no discretionary authority to vote). Holders of shares of Common
Stock are not entitled to cumulate voting rights.
The election of a nominee for director requires the approval of a
plurality of the votes of the shares present and entitled to vote in person or
by proxy and the approval of the other proposals described in this Proxy
Statement requires the approval of a majority of the votes of the shares present
and entitled to vote in person or by proxy on that matter (and at least a
majority of the minimum number of votes necessary for a quorum to transact
business at the Annual Meeting). Shares represented by a proxy card voted as
abstaining on any of the proposals will be treated as shares present and
entitled to vote that were not cast in favor of a particular matter, and thus
will be counted as votes against the matter. Shares represented by a proxy card
including any broker non-vote on a matter will be treated as shares not entitled
to vote on that matter, and thus will not be counted in determining whether that
matter has been approved.
ELECTION OF DIRECTORS
NOMINATION
The Bylaws of the Company, as amended, provide that the Board of
Directors (the "Board") shall consist of up to nine members. The Board has
nominated the nine persons listed in this Proxy Statement to serve as directors
of the Company until the next regular meeting of stockholders or until their
successors are elected and qualified. All nominees, other than Mrs. Kiel-Dixon,
Prof. Krishna and Messrs. Stone and Taylor, are current Board members. Vincent
Graziano, who has retired as President and Co-Chief Executive Officer of the
Company, but remains a director of the Company, is not standing for re-election
to the Board.
Assuming a quorum is represented at the Annual Meeting, either in
person or by proxy, the election of each director requires the affirmative vote
of a plurality of the shares of Common Stock represented in person or by proxy
at the Annual Meeting. The Board recommends a vote FOR the election of each of
the nominees listed in this Proxy Statement. The Board intends to vote the
proxies solicited on its behalf for the election of each of the nominees as
directors. If prior to the Annual Meeting the Board should learn that any of the
nominees will be unable to serve by reason of death, incapacity or other
unexpected occurrence, the proxies may be cast for another nominee to be
designated by the Board to fill such vacancy, unless the stockholder indicates
to the contrary on the proxy. Alternatively, the proxies may, at the Board's
discretion, be voted for such fewer nominees as results from such death,
incapacity or other unexpected occurrence. The Board has no reason to believe
that any of the nominees will be unable to serve. Mrs. Kiel-Dixon may serve on
the Company's board only if the Board of Management of ThyssenKrupp A.G.
consents. Management of the Company expects that this consent will be obtained
prior to the Annual Meeting.
2
INFORMATION ABOUT NOMINEES
The following table sets forth certain information as of January 2001,
which has been furnished to the Company by each person who has been nominated by
the Board to serve as a director for the ensuing year.
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
Mrs. Ursula Kiel - Dixon 47 Director, Head of Corporate *
Department Foreign Organization
of ThyssenKrupp A.G.
Prof. Aradhna Krishna 39 Professor of Marketing, *
University of Michigan Business
School
Dr. Donald A. Kubik 60 Vice Chairman and Chief 1995
Technology Officer of the
Company;
Richard G. Lareau 72 Partner of Oppenheimer Wolff & 1980
Donnelly LLP
Philip M. Lynch 64 Co-Chief Executive Officer and 1979
Chairman of the Board of the
Company and Executive Vice
President of Inter Alia Holding
Company
Haruhiko Rikuta 35 Corporate Officer of Taiyonic 1997
Limited and President of NTI
Asean LLC
Mark J. Stone 42 President, Petrus International, *
Inc.
Stephan C. Taylor 53 President and Co-founder of *
Taylor Packaging and Manager of
Zerust (U.K.) Ltd.
Prof. Milan R. Vukcevich 63 Chief Scientist Research and 1995
Development of Bicron
Saint-Gobain Industrial Ceramics
*First time nominee to Board
OTHER INFORMATION ABOUT NOMINEES
Mrs. Ursula Kiel - Dixon, a German citizen, has been Director, Head of
Corporate Department Foreign Organization with ThyssenKrupp A.G., Germany since
November 1999. Previously, Mrs. Kiel - Dixon served as Head of Department, Sales
and M&A Strategy with Krupp Thyssen Stainless GmbH, Germany, from October 1997
until October 1999, and as Director, Marketing for Krupp Thyssen Nirosta GmbH,
from April 1997 to September 1997. From 1991 to 1997 Mrs. Kiel - Dixon was
Deputy Head of Controlling Department with Fried. Krupp A.G. Hoesch - Krupp.
Mrs. Kiel - Dixon holds an M.A. in Economics from SUNY at Stony Brook, NY.
Prof. Aradhna Krishna has been Professor of Marketing at University of
Michigan Business School since 2000 and Associate Professor of Marketing at the
same institution from 1998 until 2000.
3
Prof. Aradhna Krishna was an Associate Professor of Marketing at Columbia
University from 1993 to 1998. She is serving on the Editorial Board of Journal
of Marketing Research and Marketing Letters and has been consultant on project
sponsored among others by Nielsen, Benetton and Sun Services. Prof. Krishna
holds a Ph. D. in Marketing from Graduate School of Business at New York
University.
Dr. Kubik has been employed by the Company since 1978 and was named
Vice Chairman in September 1999. Dr. Kubik served as Vice President of the
Company from 1979 to September 1999, and was Treasurer of the Company from 1998
to September 1999. Dr. Kubik was appointed Vice Chairman in September 1999, and
is a member of the Executive Committee, which served as Co-Chief Executive
Officer of the Company from September 1999 to May 2000. During his employment as
Chief Technology Officer with the Company, Dr. Kubik has been responsible for
developing the patent that led to the Company's introduction of protective
plastic film and paper products incorporating volatile corrosion inhibitors.
Prior to joining the Company, Dr. Kubik held a research and development position
with 3M Company.
Mr. Lareau has been a partner of the law firm of Oppenheimer Wolff &
Donnelly LLP for more than five years. Mr. Lareau also serves as a director of
Nash Finch Company, a public company, and as a trustee of Mesabi Trust.
Mr. Lynch has been Executive Vice President of Inter Alia Holding
Company, a financial and management consulting firm, for more than five years.
Mr. Lynch is also a member of the Board of Directors of the Fosbel Group of
Companies: Fosbel International (U.K.), Fosbel, Inc. (U.S.), Fosbel Japan, Ltd.
(Tokyo), Fosbel do Brasil (San Paulo), and Fosbel Europe BV, (operating in 17
Western and three Eastern European countries). The Fosbel Group is itself a
joint venture between multinational listed companies: Glaverbel S.A.,
(Bruxelles), a leading Belgian glass manufacturing company and an affiliate of
Asahi Glass Co., Ltd., and Burmah Castrol plc, an English petrochemical and
materials science company.
Mr. Rikuta, a citizen of Japan, has been employed at Taiyo Petroleum
Gas Co. Ltd. as Manager, ZERUST Department, since February 1993. From August
1991 to January 1993, Mr. Rikuta served as a Sales Representative of the
Company. Mr. Rikuta received a B.A. degree in Economics from Seijo University in
Tokyo, Japan in March 1989. In May 1991, Mr. Rikuta received a B.A. degree in
International Relations from the University of Wisconsin in Milwaukee,
Wisconsin.
Mr. Mark J. Stone has been President of Petrus International, Inc.
since 1992. Mr. Stone was Director, Marketing & Business Development of Toray
Marketing & Sales (America) Inc. from 1986 to 1992. Mr. Stone also serves as a
director of Aqua Design Inc. Mr. Stone holds an A.B. from Harvard University.
Mr. Stephen C. Taylor, a citizen of the U.K., has been managing Taylor
Packaging, and Zerust U.K. Ltd., the Company's joint venture in the U.K. In 1973
Mr. Taylor founded together with his father Taylor Packaging and has assumed
various managerial positions since. Mr. Taylor graduated in Education from Bede
College, University of Durham, England.
Prof. Vukcevich has been employed as Chief Scientist Research and
Development of Bicron Saint-Gobain Industrial Ceramics since 1995. Prof.
Vukcevich was employed by GE Lighting from 1973 to 1995, holding various
positions including Chief Scientist, Manager of Metallurgical Engineering and
Coordinator of International Research and Development in Materials Science.
Prof. Vukcevich holds a Ph. D. degree from Massachusetts Institute of
Technology.
4
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
The business and affairs of the Company are managed by the Board, which
held three meetings during the fiscal year ended August 31, 2000. Committees
established and maintained by the Board include the Audit Committee and the
Compensation Committee.
The Audit Committee of the Board maintains an active role in
communication with the Company's independent auditors and with the management of
the Company. The Audit Committee for fiscal 2000 consisted of Messrs. Lareau,
Vukcevich and Dworkin. The Audit Committee met three times during fiscal 2000.
Messrs. Lareau and Vukcevich will serve as the Audit Committee for fiscal 2001.
The responsibilities of the Compensation Committee of the Board include
setting the compensation for the executive officers of the Company and setting
the terms of and grants of awards under the Company's 1994 Stock Incentive Plan.
The Compensation Committee, consisting of Messrs. Dworkin, Rikuta and Vukcevich,
met once during fiscal 2000. Messrs. Rikuta and Vukcevich will serve as the
Compensation Committee for fiscal 2001.
The responsibilities of the Strategic Planning Committee of the Board
include developing the strategy of the Company and evaluating feasibility of
long-term projects of the Company. The Board members serving on the Strategic
Planning Committee are Messrs. Kubik, Rikuta and Vukcevich. They met three times
during fiscal 2000. Messrs. Kubik, Rikuta and Vukcevich will serve as the
Strategic Planning Committee for fiscal 2001.
All of the directors of the Company except Vincent J. Graziano (who
missed one Board meeting) attended 75% or more of the aggregate meetings of the
Board and all such committees on which they served during fiscal 2000.
COMPENSATION OF DIRECTORS
DIRECTORS FEES. Each person who was a non-employee director received an
annual retainer of $5,000 in fiscal 2000 for services rendered as a director of
the Company. Each non-employee director of the Company further received $750 for
each Board meeting and $500 for each Committee meeting attended. The Chairman of
the Board does not receive any Board or committee meeting fee. The Company pays
the premium on a group insurance policy for the Chairman of the Board.
AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS. Pursuant to the
Company's 1994 Stock Incentive Plan and 2000 Stock Incentive Plan (the "Plan"),
each non-employee director of the Company is automatically granted a
non-qualified option to purchase 2,000 shares of Common Stock (a "Director
Option") on the first day of each fiscal year in respect of their past year's
services as a non-employee director of the Company. Non-employee directors who
are elected or appointed to the Board following the first day of the Company's
fiscal year receive pro-rata portion of 2,000 shares of Common Stock calculated
by dividing the number of months remaining in the fiscal year at the time of
election or appointment divided by twelve, which options are granted at the end
of the relevant fiscal year.
On September 1, 1997, Messrs. Lareau, Lynch and Vukcevich (as well as
Messrs. Sidney Dworkin and Gerhard Hahn, who were then directors) each received
a Director Option to purchase 2,000 shares of Common Stock at an exercise price
of $12.00 per share; however, these options were returned and cancelled in
fiscal 2000. On November 19, 1997, Mr. Rikuta received a Director Option to
purchase 1,575 shares of Common Stock at an exercise price of $10.625 per share.
On September 1, 1998, Messrs. Dworkin, Hahn, Lareau, Lynch, Rikuta and Vukcevich
each received a Director Option to purchase 2,000 shares of Common Stock at an
exercise price of $6.25 per share, and on September 1, 1999, the same
5
individuals each received a Director Option to purchase 2,000 shares of Common
Stock at an exercise price of $6.5625 per share. Subsequently, Mr. Lynch
returned his September 1, 1999 Director Option to purchase 2,000 shares to the
Option Plan. All of such Director Options granted vest in equal one-third
installments over a three-year period. On November 17, 2000, the Board of
Directors approved the automatic option grants as of September 1, 2000 to
Messrs. Dworkin, Lareau, Lynch, Rikuta, and Vukcevich, each of whom received a
Director Option to purchase 2,000 shares of Common Stock at an exercise price of
$6.75.
6
PRINCIPAL STOCKHOLDERS AND BENEFICIAL
OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of December 22, 2000, unless
otherwise noted, (a) by each stockholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock, (b) by each director,
(c) each Named Executive Officer (as defined below under the heading, "Executive
Compensation and Other Benefits") and (d) by all executive officers and
directors of the Company as a group.
SHARES OF COMMON STOCK BENEFICIALLY OWNED (1)
---------------------------------------------
NAME AMOUNT PERCENT OF CLASS (%)(2)
- ---- ------ -----------------------
Inter Alia Holding Company 911,668 (3) 24.0
Ursula Kiel - Dixon --
Vincent J. Graziano 37,034 (4) 1.0
Prof. Aradhna Krishna --
Dr. Donald A. Kubik 108,674 2.9
Richard G. Lareau 28,677 (5) *
Philip M. Lynch 1,334 (6) *
Haruhiko Rikuta 19,576 (7) *
Mark J. Stone 10,000 (8) *
Stephen C. Taylor --
Prof. Milan R. Vukcevich 5,931 (9) *
Elsie F. Gilles 4,200 (10) *
Loren M. Ehrmanntraut 53,666 (11) 1.4
G. Patrick Lynch 2,700 (12) *
Matjaz Korosec 1,500 (13) *
Irina V. Roytman 1,650 (14) *
Tiffany M. Swann 334 (15) *
All directors and executive
Officers as a group (14 persons) 1,176,944 (16) 31.0
*Less than 1%.
(1) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person or member of a group to acquire them within 60 days
are treated as outstanding only when determining the amount and percent
owned by such person or group. Unless otherwise noted, all of the
shares owned or held by individuals or entities possessing sole voting
and investment power with respect to such shares.
(2) Based on 3,796,951 shares of Common Stock outstanding as of December
22, 2000.
(3) Includes 911,668 shares held of record by Inter Alia Holding Company, a
financial and management consulting firm of which Mr. Philip M. Lynch,
the Chairman of the Board of Directors and the Co-Chief Executive
Officer of the Company, and Mr. G. Patrick Lynch, President and the
Co-Chief Executive Officer of the Company are officers and directors.
7
(4) Includes 31,700 shares held jointly with his wife, Leone A. Medin, and
includes 5,334 shares of Common Stock = which may be acquired within 60
days pursuant to the exercise of options.
(5) Includes 4,001 shares of Common Stock, which may be acquired within 60
days pursuant to the exercise of options.
(6) Does not include 911,668 shares held of record or beneficially owned by
Inter Alia Holding Company, of which Mr. Philip M. Lynch is an officer
and director. Includes 1,334 shares of Common Stock which may be
acquired within 60 days pursuant to the exercise of options.
(7) Includes 3,576 shares of Common Stock, which may be acquired within 60
days pursuant to the exercise of options.
(8) Includes 10,000 shares held jointly with his wife, Margery Hellmold.
(9) Includes 657 shares held jointly with his wife, Michelle Vukcevich, and
includes 2,001 shares of Common Stock which may be acquired within 60
days pursuant to the exercise of options.
(10) Includes 1,000 shares of Common Stock, which may be acquired within 60
days pursuant to the exercise of options.
(11) Includes 6,666 shares of Common Stock, which may be acquired within 60
days pursuant to the exercise of options.
(12) Includes 1,000 shares of Common Stock, which may be acquired within 60
days pursuant to the exercise of options. Does not include 911,688
shares held of record or beneficially owned by Inter Alia Holding
Company, of which Mr. G. Patrick Lynch is an officer and director.
(13) Includes 500 shares held jointly with his wife, Margaret D. Korosec,
and includes 1,000 shares of Common Stock which may be acquired within
60 days pursuant to the exercise of options.
(14) Includes 350 shares held jointly with her husband, Alexander Roytman,
and includes 1,000 shares of Common Stock which may be acquired within
60 days pursuant to the exercise of options.
(15) Includes 334 shares of Common Stock which may be acquired within 60
days pursuant to the exercise of options.
(16) Includes (i) 911,668 shares held of record by Inter Alia Holding
Company, a financial and management consulting firm of which Mr. Philip
M. Lynch, the Chairman of the Board of Directors and the Co-Chief
Executive Officer of the Company, and Mr. G. Patrick Lynch, President
and the Co-Chief Executive Officer of the Company, are officers and
directors, and (ii) options to purchase 22,746 shares which are held by
officers and directors of the Company which are exercisable within 60
days.
8
EXECUTIVE COMPENSATION AND OTHER BENEFITS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION PAID TO EXECUTIVE OFFICERS
The following table provides summary information concerning cash and
non-cash compensation paid or accrued by the Company to or on behalf of the
Company's Co-Chief Executive Officers and the most highly compensated executive
officers of the Company whose cash and non-cash salary and bonus exceeded
$100,000 in the fiscal year ended August 31, 2000 (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) OPTIONS (#) COMPENSATION ($)(2)
--------------------------- ---- ---------- ------------ ----------- -------------------
Philip M. Lynch (6) 2000 0 0 0 0 (3)
CHAIRMAN OF THE BOARD AND CO-CHIEF 1999 0 0 0 0 (3)
EXECUTIVE OFFICER 1998 0 0 2,000 0 (3)
Donald A. Kubik (4) 2000 200,000 0 0 5,000
VICE CHAIRMAN 1999 200,000 0 8,000 4,667
1998 200,000 55,000 0 5,000
Loren M. Ehrmanntraut (4) 2000 51,568 0 0 1,805
CHIEF FINANCIAL OFFICER 1999 117,410 0 10,000 3,025
1998 117,410 55,000 0 5,000
G. Patrick Lynch (4) 2000 95,000 0 3,000 3,325 (3)
PRESIDENT AND CO-CHIEF EXECUTIVE OFFICER 1999 45,416 0 0 1,571 (3)
1998 32,691 0 0 1,211 (3)
Matjaz Korosec (4) (5) 2000 90,000 0 3,000 1,650
VICE PRESIDENT OF FINANCIAL PLANNING AND 1999 35,250 0 0 0
TREASURER
- ---------------------------
(1) Bonuses paid in 1998 were earned in 1997. There were no bonuses paid in
2000 or 1999. On November 17, 2000 the Board of Directors approved
bonuses to be paid in fiscal year 2001 related for the services
performed in the fiscal year 2000 for Messrs. Kubik, Ehrmanntraut, G.
Lynch and Korosec in the amount of $20,000 each.
(2) Compensation hereunder consists of contributions to the 401(k) plans of
the Named Executive Officers.
(3) Does not include any commissions payable to Inter Alia Holding Company,
an entity of which Mr Philip Lynch and Mr. G. Patrick Lynch are
officers and directors, under a certain Manufacturer's Representative
Agreement. See "Certain Relationships and Related Transactions."
(4) Member of the Executive Committee, which served as Co-Chief Executive
Officer of the Company from September 1999 to May 2000.
(5) Mr. Korosec joined the Company during the fiscal year ended August 31,
1999.
9
(6) Mr. Lynch is not an employee of the Company. The options granted to Mr.
Lynch are Director Options granted under the Company's 1994 Stock
Incentive Plan. See "Election of Directors -- Compensation of
Directors" contained in this Proxy Statement.
10
OPTION GRANTS AND EXERCISES
The following tables provide information for the year ended August 31,
2000 as to individual grants of options to purchase shares of the Common Stock,
exercises of options and the potential realizable value of the options held by
the Named Executive Officers at August 31, 2000.
OPTION GRANTS IN FISCAL 2000
PERCENT OF TOTAL OPTIONS
GRANTED TO EMPLOYEES EXERCISE OR BASE
NAME OPTIONS GRANTED (1) IN FISCAL YEAR PRICE ($/SHARE) EXPIRATION DATE
---- ------------------- -------------- --------------- ---------------
G. Patrick Lynch 3,000 8.4% 7.00 09/17/04
Matjaz Korosec 3,000 8.4% 7.00 09/17/04
(1) These options were granted under the 1994 Stock Incentive Plan. The
options vest in three equal installments on the first, second and third
anniversary of the date of grant. To the extent not already
exercisable, options granted under the Plan become immediately
exercisable in full upon certain "changes in control" (as defined in
the Plan) of the Company.
AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND
FISCAL 2000 YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT AUGUST 31, 2000 AT AUGUST 31, 2000 (1) ($)
-------------------------- --------------------------
SHARES (#)
ACQUIRED ON VALUE ---
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
Philip M. Lynch 3,000 8,000 667 1,333 1,254 2,506
Donald A. Kubik 2,667 1,334 5,333 10,026
Loren M. Ehrmanntraut 3,333 6,667 6,266 12,534
G. Patrick Lynch 3,000 3,390
Matjaz Korosec 3,000 3,390
(1) Value is calculated as the excess of the fair market value of the
Common Stock on August 31, 2000 over the exercise price of the options.
On August 31, 2000, the fair market value of the Common Stock was $8.13
per share.
11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 1, 1976, the Company entered into a Manufacturer's
Representative Agreement with The Saxxon Organization, Incorporated (the
"Agreement"). The Agreement has no expiration date and may be terminated by
either party upon 60 days written notice. Effective January 9, 1980, the
Agreement was assigned to Inter Alia Holding Company, a financial and management
consulting firm of which Philip M. Lynch, the Chairman of the Board of Directors
of the Company, is an officer and director. Under the Agreement, Inter Alia
Holding Company (or the "Representative") is entitled to commissions from the
Company on the net proceeds of sales of the Company's product generated by Inter
Alia Holding Company. The Representative acts as an independent manufacturer's
representative of the Company. It has a non-exclusive worldwide right to offer
for sale and solicit orders for the Company's products in accordance with prices
determined by the Company. The Representative is responsible for all of its own
operating expenses with no entitlement for reimbursement from the Company for
this activity. The Representative has not effected any sales within the United
States. The Representative has developed sales outside the United States, which
resulted in commissions of approximately $42,590, $45,484 and $51,754 for the
fiscal years ending August 31, 2000, 1999 and 1998, respectively. In light of
the Company's own domestic sales effort and its distributor network within the
United States, the Company does not anticipate the Representative developing any
sales within the United States. Additionally, the Company's expanding
international joint venture program may also limit opportunities abroad for the
Representative. Thus, the Company does not anticipate that the Representative
will develop any significant sales volume for the Company in the future.
On August 31, 1984, Inter Alia purchased 119,083 shares of Common Stock
and paid therefor by signing a promissory note. The promissory note (the "Note")
had a face value of $125,375 and bore interest at 11% per year. The Note was
originally due on December 31, 1992, subsequently adjusted to a demand note. The
balance of the Note, including accrued interest of $132,826, amounted to
$258,201 as of August 31, 2000 and was paid on the same day.
The Company paid reimbursement for travel and related Company expenses
of $378,000, $419,500 and $458,000 for the year ended August 31, 2000, 1999 and
1998, respectively, to Inter Alia Holding Company of which the Company's
Co-Chief Executive Officer and Chairman of the Board is an officer and director.
Such reimbursements of travel and related expenses were not related to the
functions of Inter Alia Holding Company as representative, but rather were paid
in respect of the conduct of business for and on behalf of the Company. Mr. G.
Patrick Lynch, President and Co-Chief Executive Officer of the Company is also
an officer and director of Inter Alia Holding Company.
Mr. Vincent Graziano, who has retired as President and Co-Chief
Executive Officer of the Company, but remains a director of the Company, has
agreed to render services to the Company, at will, on a half time/half salary
basis from December 1, 1999 to December 31, 2000. Mr. Vincent Graziano received
$143,750 for his services in fiscal year 2000.
12
SELECTION OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP, independent
certified public accountants, as auditors of the Company for the fiscal year
ending August 31, 2001. Such firm has acted as independent auditors of the
Company since the fiscal year ended August 31, 1990. If the stockholders of the
Company do not ratify the appointment of Deloitte & Touche LLP, another firm of
independent auditors will be considered by the Board of Directors.
Representatives of Deloitte & Touche LLP will be present at the meeting, will
have an opportunity to make a statement if they so desire and will be available
to respond to questions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and all
persons who beneficially own more than 10% of the outstanding shares of the
Company's Common Stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of the
Company's Common Stock. Executive officers, directors and greater than 10%
beneficial owners are also required to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge, based upon a review
of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended August 31, 2000, none of the directors, officers and beneficial owners of
greater than 10% of the Company's Common Stock failed to file on a timely basis
the forms required by Section 16 of the Exchange Act.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Proposals of stockholders of the Company intended to be presented in
the proxy materials relating to the next Annual Meeting must be received by the
Company at its principal executive offices on or about September 9, 2001.
OTHER BUSINESS
The Company knows of no business that will be presented for
consideration at the Annual Meeting other than that described in this Proxy
Statement. As to other business, if any, that may properly come before the
Annual Meeting, it is intended that proxies solicited by the Board will be voted
in accordance with the judgment of the person or persons voting the proxies.
MISCELLANEOUS
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-KSB FOR THE FISCAL YEAR ENDED AUGUST 31, 2000, TO EACH PERSON WHO WAS A
STOCKHOLDER OF THE COMPANY AS OF DECEMBER 22, 2000, UPON RECEIPT FROM ANY SUCH
PERSON OF A WRITTEN REQUEST FOR SUCH AN ANNUAL REPORT. SUCH REQUEST SHOULD BE
SENT TO: NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION, 6680 N. HIGHWAY 49,
LINO LAKES, MINNESOTA 55014; ATTN: STOCKHOLDER INFORMATION.
13
By Order of the Board of Directors
/s/ Philip M. Lynch
Philip M. Lynch
CHAIRMAN AND CO-CHIEF EXECUTIVE OFFICER
January 9, 2001
Lino Lakes, Minnesota
14
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, FEBRUARY 9, 2001
11:00 A.M.
HYATT REGENCY MINNEAPOLIS
1300 NICOLLET MALL
MINNEAPOLIS, MN 55403
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
6680 N. HIGHWAY 49, LINO LAKES, MN 55014 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON FEBRUARY 9, 2001.
The shares of stock you hold in your account will be voted as you specify on the
reverse.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
The undersigned, having duly received the Notice of Annual Meeting of
Stockholders and Proxy Statement, hereby appoints Philip M. Lynch and Donald A.
Kubik (each with power to act alone and with powers of substitution) to
represent the undersigned and to vote, as designated on the reverse side, all
the shares of common stock of Northern Technologies International Corporation
(the "Company") held of record by the undersigned on December 22, 2000, at the
Annual Meeting of Stockholders to be held on February 9, 2001 at the Hyatt
Regency Minneapolis, 1300 Nicollet Mall, Minneapolis, Minnesota 55403 and any
adjournments thereof.
SEE REVERSE FOR VOTING INSTRUCTIONS.
[ARROW] PLEASE DETACH HERE [ARROW]
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of directors: 01 Ursula Kiel-Dixon 06 Haruhiko Rikuta [ ] Vote FOR [ ] Vote WITHHELD
02 Prof. Aradhna Krishna 07 Mark J. Stone all nominees from all nominees
03 Dr. Donald A. Kubik 08 Stephan C. Taylor (except as marked)
04 Richard G. Lareau 09 Prof. Milan R. Vukcevich
05 Philip M. Lynch
____________________________________________
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, | |
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) |____________________________________________|
2. To approve the appointment of Deloitte & Touche LLP as independent auditors
for the fiscal year ending August 31, 2001. [ ] For [ ] Against [ ] Abstain
3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. THE
PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
Address Change? Mark Box [ ] Date ____________________________________
Indicate changes below:
____________________________________________
| |
| |
|____________________________________________|
Signature(s) in Box
Please sign exactly as your name(s) appear on
Proxy. If held in joint tenancy, all persons
must sign. Trustees, administrators, etc.,
should include title and authority. Corporations
should provide full name of corporation and
title of authorized officer signing the proxy.