OMB APPROVAL
--------------------------
OMB Number: 3235-0059
Expires: August 31, 2004
Estimated average burden
hours per response...14.73
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
NOBLE INTERNATIONAL, LTD
--------------------------------------------------------------------------------
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction 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:
--------------------------------------------------------------------------------
PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
NOBLE INTERNATIONAL, LTD.
28213 VAN DYKE AVENUE
WARREN, MICHIGAN 48093
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 2003
10:00 A.M.
--------------------
Notice is hereby given that the Annual Meeting of Stockholders of Noble
International, Ltd. will be held at the Birmingham Country Club, 1750 Saxon
Drive, Birmingham, Michigan 48009 on Friday, May 16, 2003, at 10:00 a.m. to
consider and vote upon:
1. The election of Class I Directors to serve for a three year
term expiring at the Annual Meeting of Stockholders to be held
in 2006 or until their successors have been duly elected and
qualified. The Proxy Statement which accompanies this Notice
includes the names of the nominees to be presented by the
Board of Directors for election;
2. Ratification of Deloitte & Touche LLP as independent public
accountants of the Company; and
3. The transaction of such other business as may properly come
before the Annual Meeting and any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 28,
2003 as the record date for determination of Stockholders entitled to notice of,
and to vote at, the Annual Meeting. TO ASSURE THAT YOUR SHARES WILL BE
REPRESENTED AT THE ANNUAL MEETING, PLEASE EITHER (1) MARK, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, (2) VOTE
UTILIZING THE AUTOMATED TELEPHONE FEATURE DESCRIBED IN THE PROXY, OR (3) VOTE
OVER THE INTERNET PURSUANT TO THE INSTRUCTIONS SET FORTH ON THE PROXY. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED.
Stockholders are cordially invited to attend the meeting in person.
Please indicate on the enclosed Proxy whether you plan to attend the meeting.
Stockholders may vote in person if they attend the meeting even though they have
executed and returned a Proxy.
By Order of the Board of Directors,
/s/ MICHAEL C. AZAR
Michael C. Azar
Secretary
Dated: April 22, 2003
NOBLE INTERNATIONAL, LTD.
----------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
----------------
INTRODUCTION
This Proxy Statement is furnished by the Board of Directors of Noble
International, Ltd., a Delaware corporation, (the "Company") in connection with
the solicitation of proxies for use at the Annual Meeting of Stockholders to be
held on May 16, 2003 and at any adjournments thereof. The Annual Meeting has
been called to consider and vote upon (1) the election of Class I Directors; (2)
the ratification of Deloitte & Touche LLP as the Company's independent public
accountants, and (3) such other business as may properly come before the Annual
Meeting or any adjournment(s) thereof. This Proxy Statement and the accompanying
Proxy are being sent to Stockholders on or about April 22, 2003.
PERSONS MAKING THE SOLICITATION
The Proxy is solicited on behalf of the Board of Directors of the
Company. The original solicitation will be by mail. Following the original
solicitation, the Board of Directors expects that certain individual
Stockholders will be further solicited through telephone or other oral
communications from the Board of Directors. The Board of Directors does not
intend to use specially engaged employees or paid solicitors. The Board of
Directors intends to solicit Proxies for shares which are held of record by
brokers, dealers, banks or voting trustees, or their nominees, and may pay the
reasonable expenses of such record holders for completing the mailing of
solicitation materials to persons for whom they hold shares. All solicitation
expenses will be borne by the Company.
TERMS OF THE PROXY
The enclosed Proxy indicates the matters to be acted upon at the Annual
Meeting and provides boxes to be marked to indicate the manner in which the
Stockholder's shares are to be voted with respect to such matters. By
appropriately marking the boxes, a Stockholder may specify whether the proxy
shall vote for or against or shall be without authority to vote the shares
represented by the Proxy. The Proxy also confers upon the proxy discretionary
voting authority with respect to such other business as may properly come before
the Annual Meeting.
If the Proxy is executed properly and is received by the proxy holder
prior to the Annual Meeting, the shares represented by the Proxy will be voted.
An abstention and a broker non-vote would be included in determining whether a
quorum is present at the meeting, but would otherwise not affect the outcome of
any vote. Where a Stockholder specifies a choice with respect to the matter to
be acted upon, the shares will be voted in accordance with such specification.
Any Proxy which is executed in such a manner as not to withhold authority to
vote for the election of the specified nominees as Directors (see "Matters To Be
Acted Upon -- Item 1: Election of Class I Directors") shall be deemed to confer
such authority. A Proxy may be revoked at any time prior to its exercise by
giving written notice of the revocation thereof to Michael C. Azar, Secretary,
Noble International, Ltd., 28213 Van Dyke Avenue, Warren, Michigan 48093, by
attending the meeting and electing to vote in person, or by a duly executed
Proxy bearing a later date.
1
VOTING RIGHTS AND REQUIREMENTS
VOTING SECURITIES
The securities entitled to vote at the Annual Meeting consist of all of
the outstanding shares of the Company's common stock, $.001 par value per share
("Common Stock"). The close of business on March 28, 2003 has been fixed by the
Board of Directors of the Company as the record date. Only Stockholders of
record as of the record date may vote at the Annual Meeting. As of the record
date, there were 7,738,918 outstanding shares of the Company's Common Stock
entitled to vote at the Annual Meeting.
QUORUM
The presence at the Annual Meeting of the holders of record of a number
of shares of the Company's Common Stock and Proxies representing the right to
vote shares of the Company's Common Stock in excess of one-half of the number of
shares of the Company's Common Stock outstanding as of the record date will
constitute a quorum for transacting business.
2
PRINCIPAL STOCKHOLDERS
The following table sets forth information, as of March 31, 2003, with
respect to the beneficial ownership of the Company's Common Stock by: (i) each
person known by the Company to own more than 5% of the Company's Common Stock;
(ii) each director and nominee for director; (iii) each officer of the Company
named in the Summary Compensation Table; and (iv) all executive officers and
directors of the Company as a group. Except as otherwise indicated, each
Stockholder listed below has sole voting and investment power with respect to
the shares beneficially owned by such person.
NUMBER OF SHARES PERCENTAGE OF COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED(2) BENEFICIALLY OWNED(2)
--------------------------------------- ------------------------- ----------------------------
Robert J. Skandalaris(3) 2,732,224 35.30%
Jonathan P. Rye 81,693 1.06%
Michael C. Azar (4) 78,856 1.01%
Christopher L. Morin (5) 68,667 *
Anthony R. Tersigni (6) 23,693 *
Daniel J. McEnroe (6) 20,093 *
Mark T. Behrman (7) 14,943 *
Van E. Conway 15,221 *
David V. Harper (8) 24,264 *
Stuart I. Greenbaum (9) 6,276 *
Lee M. Canaan (9) 4,943 *
Thomas L. Saeli 3,887 *
All Directors and Officers as a group 3,074,760 39.44%
(13 persons)(10)
-------------------------------------------
* Less than 1%.
(1) The address of each named person is 28213 Van Dyke Avenue, Warren, Michigan
48093.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting and
investment power with respect to the securities. In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, each share of common stock subject to options held by that person
that will be exercisable on or before May 31, 2003 is deemed outstanding.
Such shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.
(3) Includes 601,988 shares of common stock over which Mr. Skandalaris
exercises voting power.
(4) Includes options to purchase 7,000 shares of common stock at $6.05 expiring
in 2004, 3,500 shares of common stock at $7.86 expiring in 2004 and 6,000
shares of common stock at $12.63 expiring in 2004.
(5) Includes options to purchase 35,000 shares of common stock at $6.23 per
share expiring in 2004, 15,000 shares of common stock at $6.05 per share
expiring in 2003, and 7,000 shares of common stock at $12.63 expiring in
2005, and 4,000 shares of common stock at $6.62 expiring in 2005.
(6) Includes options to purchase 5,000 shares of common stock at $6.23 per
share expiring in 2004, 5,000 shares of common stock at $13.55 per share
expiring in 2004, 1,250 shares of common stock at $10.63 expiring in 2005,
1,250 shares of common stock at $7.89 expiring in 2005, 1,250 shares of
common stock at $6.64 expiring in 2005, and 1,250 shares of common stock at
$4.78 expiring in 2005.
(7) Includes options to purchase 1,250 shares of common stock at $10.98 per
share expiring in 2004, 5,000 shares of common stock at $13.55 per share
expiring in 2004, 1,250 shares of common stock at $10.63 expiring in 2005,
1,250 shares of common stock at $7.89 expiring in 2005, 1,250 shares of
common stock at $6.64 expiring in 2005, and 1,250 shares of common stock at
$4.78 expiring in 2005.
(8) Includes option to purchase 10,000 shares of common stock at $6.25 expiring
in 2005.
(9) Includes option to purchase 1,250 shares of common stock at $4.78 per share
expiring 2006.
(10) Includes options to purchase an aggregate of 117,250 shares of common stock
which are currently exercisable or will become exercisable within 60 days
of May 31, 2003.
3
MATTERS TO BE ACTED UPON
ITEM 1: ELECTION OF CLASS I DIRECTORS
DIRECTORS
The nominees for the Board of Directors are set forth below. The
Company has a classified Board of Directors that is divided into three (3)
classes with three year terms of office ending in different years. The term of
the Class I Directors expires this year. The Company's Bylaws give the Board the
power to set the number of directors at no less than nine nor more than twelve.
The size of the Company's Board is currently set at nine. There are currently
three (3) Board positions designated for Class I Directors of which three (3)
will be filled by election at the Annual Meeting to be held on May 16, 2003.
Three (3) persons have been nominated by the Board of Directors to
serve as the Class I Directors until the 2006 Annual Meeting of Stockholders.
The Board of Directors recommends that the three (3) nominees, Lee Musgrove
Canaan, Jonathan P. Rye and Van E. Conway be elected to serve as the Class I
Directors until the 2006 Annual Meeting of Stockholders. Information on the
background and qualification of the nominees is set forth on the following page.
The Board knows of no reason why any nominee for director would be
unable to serve as a director. In the event that any of them should become
unavailable prior to the Annual Meeting, the Proxies will be voted for a
substitute nominee or nominees designated by the Board of Directors, or the
number of directors may be reduced accordingly. In no event will the Proxies be
voted for more than three (3) persons.
VOTE REQUIRED
The favorable vote of a plurality of the shares of Common Stock of the
Company present in person or by proxy at the Annual Meeting is required for the
election of each nominee for Class I Director. THE BOARD OF DIRECTORS RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE.
NOMINEES FOR DIRECTORS
CLASS I NOMINEES TO SERVE UNTIL THE 2006 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE POSITIONS HELD
---- --- ----- --------------
Lee Musgrove Canaan 45 2001 Director
Jonathan P. Rye 46 1999 Director
Van E. Conway 50 2002 Director
CLASS I DIRECTORS TO SERVE UNTIL THE 2006 ANNUAL MEETING
LEE MUSGROVE CANAAN, AGE 45, joined the Company's Board of Directors in
January 2001. Ms. Canaan is currently a Managing Director of The Pembrook Group,
a private investing and financial advisory firm in Houston, Texas. Prior to that
she served as a Senior High Yield Analyst for AIM Capital Management, Inc., an
investment firm located in Houston, Texas. Prior to joining AIM Capital
Management, Inc. in 1996, Ms. Canaan was a Financial Consultant for ARCO
Transportation Company in Long Beach, California. Ms. Canaan holds an MBA in
Finance from the Wharton School of the University of Pennsylvania.
JONATHAN P. RYE, AGE 46, joined the Company's Board of Directors in
1999. Mr. Rye is the Managing Partner of Greenfield Partners, a private
investment capital firm specializing in the acquisition of Michigan based
manufacturing and service companies with revenues between $2.5 million and $25
million. Mr. Rye also serves as Chairman of Greenfield Commercial Credit, a
commercial financing company established in 1995 to meet the financial needs of
Midwest businesses. Prior thereto, Mr. Rye served as CEO of Lamb Technicon, a
leading supplier of large automated manufacturing systems with annual sales of
$400 million, until its sale to Litton Industries in 1987.
VAN E. CONWAY, AGE 50, joined the Company's Board of Directors in 2002.
Mr. Conway is the co-founder and Managing Partner of Conway, MacKenzie &
Dunleavy ("CM&D"), a nationally recognized turnaround and crisis management
consultant, providing supply chain management, financial and management
consulting to original
4
equipment manufacturers, Tier I and II auto suppliers, as well as other
industries. Prior to establishing CM&D in 1987, Mr. Conway served as
Partner-in-charge of the Emerging Business Services Department at Deloitte &
Touche, LLP. Mr. Conway is a Certified Public Accountant and Certified Fraud
Examiner. He holds a B.S.B.A. from John Carroll University and an M.B.A. from
the University of Detroit.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
The following individuals are directors of the Company who will
continue to serve as directors:
CLASS II DIRECTORS TO SERVE UNTIL THE 2004 ANNUAL MEETING
DANIEL J. MCENROE, AGE 40, joined the Company's Board of Directors in
November 1997. Mr. McEnroe currently is a financial consultant with ForeFront
Capital Management, a venture capital consulting firm. Prior to this year, Mr.
McEnroe served as the Vice President of Corporate Development of Cogent
Communications, Inc. From 1995 to 2001, Mr. McEnroe was the Treasurer of Detroit
Diesel Corporation. Prior to joining Detroit Diesel Corporation, Mr. McEnroe
served as Assistant Treasurer of Penske Corporation, a privately held holding
company whose operating entities included Detroit Diesel Corporation. Mr.
McEnroe has been a Certified Public Accountant since 1985 and a Chartered
Financial Analyst since 1991. Mr. McEnroe holds a B.S.B.A. from the University
of Michigan and an M.B.A. from the Kellogg School of Management at Northwestern
University.
STUART I. GREENBAUM, AGE 66, joined the Company's Board of Directors in
January 2001. Mr. Greenbaum is currently the Dean and The Bank of America
Professor of Managerial Leadership at the John M. Olin School of Business, at
Washington University in St. Louis. Prior to joining the Olin School in July
2000, Mr. Greenbaum spent 20 years at the Kellogg Graduate School of Management
at Northwestern University where he was the Director of the Banking Research
Center and the Norman Strunk Distinguished Professor of Financial Institutions.
Mr. Greenbaum holds a Ph.D. in Economics from The John Hopkins University.
THOMAS L. SAELI, AGE 46, joined the Company's Board of Directors in
2002. Mr. Saeli is the Vice President of Corporate Development for Lear
Corporation. Prior to joining Lear in 1998, Mr. Saeli was a Vice President and
Partner at The Oxford Investment Group, Inc., a Michigan-based merchant banking
firm, and from 1983 to 1988 served as Division Manager of Financial Controls for
Pepsico, Inc. Mr. Saeli holds a B.A. from Hamilton College, and an M.B.A. from
the Columbia University Graduate School of Business.
CLASS III DIRECTORS TO SERVE UNTIL THE 2005 ANNUAL MEETING
ROBERT J. SKANDALARIS, AGE 50, the Company's founder, currently serves
as Chairman of the Board, President, Chief Executive Officer and Director. Prior
to founding the Company in 1993, Mr. Skandalaris was Vice Chairman and a
shareholder of The Oxford Investment Group, Inc., a Michigan-based merchant
banking firm, and served as Chairman and Chief Executive Officer of Acorn Asset
Management, a privately held investment advisory firm. Mr. Skandalaris began his
career as a Certified Public Accountant with the national accounting firm of
Touche Ross & Co.
ANTHONY R. TERSIGNI, ED.D., AGE 53, joined the Company's Board of
Directors in November 1997. Dr. Tersigni is the Chief Operating Officer of
Ascension Health, the largest non-profit integrated health delivery system in
the U.S. From 1995 to 2001, Dr. Tersigni served as President and Chief Executive
Officer of St. John Health System, an integrated health delivery system
headquartered in Detroit, Michigan. Prior to joining St. John Health System in
1995, Dr. Tersigni was President and Chief Executive Officer of Oakland General
Health Systems, Inc., in Madison Heights, Michigan. Dr. Tersigni holds a
doctorate in Organizational Development from Western Michigan University.
MARK T. BEHRMAN, AGE 40, joined the Company's Board of Directors in
January 1999. Mr. Behrman is a co-founder and the Chief Operating Officer of
Berko Productions, LLC, an entertainment company that specializes in the
production and acquisition of feature films and television programming for
worldwide distribution. Previously, Mr. Behrman served as a Managing Director in
the U.S. Operations Division of Trade.com Global Markets, Inc. ("Global"), an
international financial services firm, and as the Head of Corporate Finance for
its predecessor, BlueStone Capital Partners, LP., an investment banking firm.
While employed by Global, Mr. Behrman also held the title of Executive Vice
President of Trade.com Online Securities, Inc. ("Online"), a wholly-owned
subsidiary of Global, from January 2001 to August 2001. In October 2001, a
petition for voluntary bankruptcy was filed by Online in the U.S. Bankruptcy
Court for the Southern District of New York. Prior to joining BlueStone Capital
Partners is 1995, Mr. Behrman served as a Managing Director and the Head of
Corporate Finance for Commonwealth Associates. Mr. Behrman began his career at
5
the global investment banking firm of Paine Webber, Inc. Mr. Behrman holds a
B.S.B.A. from The State University of New York at Binghamton and an M.B.A. from
Hofstra University.
The executive officers of the Company who are not also directors are as
follows:
CHRISTOPHER L. MORIN, AGE 44, PRESIDENT AND CHIEF OPERATING OFFICER,
joined the Company in June 1997. Mr. Morin also served as a member of the
Company's Board of Directors from November 1997 through August 1998, and as
Chief Operating Officer from June 1997 to August 1998. Mr. Morin serves as the
Chief Executive Officer of Noble Manufacturing Group, Inc. and its subsidiary
Noble Metal Processing, Inc. Prior to joining the Company, Mr. Morin was the
Chief Operating Officer of Talon Automotive Group LLC, a privately held
automotive supplier from 1994 through 1997. Prior to joining Talon in 1994, Mr.
Morin was the Vice President of Operations for Irvin Automotive Products, a
division of Takata, North America.
DAVID V. HARPER, AGE 42, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
joined the Company in October 2000. Prior to joining the Company, Mr. Harper was
Co-Chief Executive and Chief Financial Officer of Moore Medical Corporation, a
distributor of medical products from 1998 until 1999. From 1994 to 1998, Mr.
Harper was divisional Senior Vice President & Chief Financial Officer of
Primedia, Inc., a leading publishing concern. Mr. Harper also held various
management positions with United Technologies Corporation, Business Expansion
Capital Corporation and International Dairy Queen, Inc. Mr. Harper holds an
M.B.A. in Finance from the Wharton School of the University of Pennsylvania.
MICHAEL C. AZAR, AGE 39, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY,
joined the Company in November 1996. Mr. Azar also served as a member of the
Company's Board of Directors from December 1996 until November 1997. Prior to
joining the Company, Mr. Azar was employed as General Counsel to River Capital,
Inc., an investment banking firm, from January through November 1996. From 1988
to 1995, Mr. Azar practiced law with the firm of Mason, Steinhardt, Jacobs and
Perlman in Southfield, Michigan.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 2002, there were seven (7)
meetings of the Board of Directors. All members attended at least seventy-five
percent of the meetings of the directors and the committees on which they serve.
Robert J. Skandalaris, Stuart I. Greenbaum, Van E. Conway and Anthony R.
Tersigni served on the Committee on Directors and Board Governance. The
Committee on Directors and Board Governance annually reviews the performance of
the Company's Directors, makes recommendations for new directors, and evaluates
and makes recommendations regarding the Company's governance practices. The
Board Governance Committee will consider nominees recommended by Stockholders
provided such recommendations are made in accordance with the procedures
described in this Proxy Statement under "Stockholders Proposals." Lee M. Canaan,
Jonathan P. Rye, Thomas L. Saeli and Anthony R. Tersigni, all of whom are
outside directors, served on the Company's Compensation Committee. The
Compensation Committee reviews and makes recommendations regarding the
compensation of the Company's Executive Officers and certain other management
staff. Daniel J. McEnroe, Van E. Conway, Thomas L. Saeli and Robert J.
Skandalaris served on the Company's Executive Committee. The Executive Committee
serves as a liaison between the Company and Executive Management of the Company,
reviewing certain specified matters on behalf of the Board of Directors. Daniel
J. McEnroe, Mark T. Behrman, Van E. Conway and Jonathan P. Rye, all of whom are
outside directors, served on the Company's Audit Committee. The Audit Committee
assists the Board in monitoring (1) the integrity of the financial statements of
the Company, (2) the independent auditor's qualifications and independence, (3)
the performance of the Company's internal audit function and independent
auditors and (4) the compliance by the Company with legal and regulatory
requirements. Three meetings of each committee were held during the fiscal year
ended December 31, 2002, except the Audit Committee, which met seven times.
6
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by the
Chief Executive Officer and each of the other four most highly compensated
executive officers whose salary plus bonus exceeded $100,000 per annum during
any of the Company's last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation(1) Long Term Compensation
------------------- ----------------------
SECURITIES
----------
RESTRICTED STOCK UNDERLYING OPTIONS/
---------------- -------------------
NAME AND PRINCIPAL YEAR SALARY ($) BONUS ($) AWARDS(2) SARS (#)(3)
------------------- ---- ---------- --------- ------ --------
POSITION
--------
Robert J. Skandalaris 2002 $325,000 --- --- 15,000
Chief Executive 2001 $280,000 $150,000 $43,540 ---
Officer 2000 $280,000 $330,000(6) --- ---
Christopher L. Morin, 2002 $270,000 $ 75,000 --- 65,000
President, Chief 2001 $225,000 $100,000 $10,818 10,000
Operating Officer(5) 2000 $190,000 --- --- 10,000
Michael C. Azar, 2002 $225,000 $ 30,000 --- 55,000
Vice President & 2001 $200,000 $100,000 $7,889 ---
General Counsel 2000 $160,000 $131,000(4) --- 15,000
David V. Harper, 2002 $235,000 $ 30,000 --- 55,000
Chief Financial Officer(6) 2001 $225,000 $ 75,000 $12,097 ---
Lloyd P. Jones, III(7) 2002 $250,000
2001 $293,000 --- --- ---
2000 $250,000 $264,000(4) --- 10,000
(1) Does not include any value that might be attributable to job-related
personal benefits, the annual value of which has not exceeded the
lesser of 10% of annual salary plus bonus or $50,000 for each executive
officer.
(2) Granted pursuant to the Company's 2001 Stock Incentive Plan.
(3) Granted pursuant to the Company's 2002 Executive Stock Appreciation
Rights Plan.
(4) Special Bonus paid in connection with the sale of the Company's
Plastics and Coatings Division in January 2000.
(5) Mr. Morin has served as Chief Operating Officer since May 2000 and as
its President since May 2001. Mr. Morin also served as Chief Operating
Officer of the Company from June 1997 to August 1998.
(6) Mr. Harper joined the Company in October 2000 as its Chief Financial
Officer and Vice President.
(7) Mr. Jones joined the Company in February 1998 as its President and
became Chief Operating Officer in August 1998. In June 2000, Mr. Jones
resigned as an officer and director of the Company and became President
and Chief Executive Officer of the Company's subsidiary, Noble Logistic
Services, Inc. ("NLS"). Mr. Jones' employment with NLS terminated in
October, 2002.
7
OPTION/SAR GRANTS IN 2002
INDIVIDUAL GRANTS(1) Potential Realized Value at
Number of Assumed Annual Rates of Stock
Securities % of Total Price Appreciation for Option
Underlying Options/SARs Exercise or Term(3)
Options/ Granted to Base
SARs Employees In Price Expiration
Name Granted (#) Fiscal Year(3) ($/Sh) Date 0%($) 5%($) 10%($)
---- ----------- -------------- ------ ---- ----- ----- ------
Robert J. Skandalaris 15,000 6.0% $11.34 1/31/05 0 $22,125 $ 46,005
Michael C. Azar 55,000 22.0% $11.34 1/31/05 0 $81,125 $168,685
Christopher L. Morin 65,000 26.0% $11.34 1/31/05 0 $95,875 $199,355
David V. Harper 55,000 22.0% $11.34 1/31/05 0 $81,125 $168,685
-----------------------------------
(1) All SARs granted in 2002 vest in accordance with the Company's vesting
schedule, which provides for vesting of 1/3 of the SAR granted after
one year, an additional 1/3 after two years and the remaining 1/3 after
three years.
(2) These columns sets forth hypothetical gains or "option spreads" for the
SARs at the end of their respective terms, as calculated in accordance
with the rules of the Securities and Exchange Commission. Each gain is
based on an arbitrarily assumed annual rate of compound appreciation of
the market price at the date of grant of 5% and 10% from the date the
option was granted to the end of the option term. The 5% and 10% rates
of appreciation are specified by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of future Common Stock prices. Actual gains, if any, on SAR
exercises are dependent on the future performance of the Company's
Common Stock and overall market conditions.
(3) The Company granted options to purchase an aggregate of 65,000 SAR to
all employees other than executive officers and granted SARs of 190,000
shares to all executive officers as a group (4 persons), during fiscal
2002.
AGGREGATED OPTION/SAR EXERCISES IN 2002
AND FISCAL YEAR-END OPTION AND SAR VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
------------------- ----------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
Robert J. Skandalaris 0 0 5,000 10,000 0 0
Michael C. Azar 0 0 49,833 50,167 $26,740 $10,620
Christopher L. Morin 0 0 82,667 62,333 $85,870 $23,880
David V. Harper 0 0 28,333 51,666 $15,500 $38,750
8
1997 STOCK OPTION PLAN
In November 1997, the Board of Directors of the Company adopted, and in
April 1998, the Company's Stockholders approved, the Noble International, Ltd.
1997 Stock Option Plan (the "1997 Plan"). The 1997 Plan provides for the grant
to employees, officers, directors, consultants and independent contractors of
non-qualified stock options as well as for the grant of stock options to
employees that qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986 ("Code"). Although the Company has approximately
2,000 employees technically eligible to participate in the 1997 Plan, it is
anticipated the stock options will be granted only to a limited number of
management level personnel. The 1997 Plan terminates on November 24, 2007. The
purpose of the 1997 Plan is to enable the Company to attract and retain
qualified persons as employees, officers and directors and others whose services
are required by the Company, and to motivate such persons by providing them with
an equity participation in the Company. The 1997 Plan reserved 700,000 shares of
the Company's Common Stock for issuance, subject to adjustment upon occurrence
of certain events affecting the capitalization of the Company.
The 1997 Plan is administered by the Compensation Committee of the
Board of Directors (the "Committee"), which has, subject to specified
limitations, the full authority to grant options and establish the terms and
conditions for vesting and exercise thereof. The exercise price of incentive
stock options granted under the 1997 Plan is required to be no less than the
fair market value of the common stock on the date of grant (110% in the case of
a greater than 10% Stockholder). The exercise price of non-qualified stock
options is required to be no less than 85% of the fair market value of the
Common Stock on the date of grant. Options may be granted for terms of up to 10
years (5 years in the case of incentive stock options granted to greater than
10% Stockholders). No optionee may be granted incentive stock options such that
the fair market value of the options which first become exercisable in any one
calendar year exceeds $100,000. If an optionee ceases to be employed by, or
ceases to have a relationship with the Company, such optionee's options expire
six months after termination of the employment or consulting relationship by
reason of death, one year after termination by reason of permanent disability,
immediately upon termination for cause and three months after termination for
any other reason.
In order to exercise an option granted under the 1997 Plan, the
optionee may pay the full exercise price of the shares being purchased or by
utilizing a cashless exercise feature. Payment may be made either: (i) in cash;
(ii) at the discretion of the Committee, by delivering shares of Common Stock
already owned by the optionee that have a fair market value equal to the
applicable exercise price; or (iii) in the form of such other consideration as
may be determined by the Committee and permitted by applicable law.
Subject to the foregoing, the Committee has broad discretion to
describe the terms and conditions applicable to options granted under the 1997
Plan. The Committee may at any time discontinue granting options under the 1997
Plan or otherwise suspend, amend or terminate the 1997 Plan and may, with the
consent of an optionee, make such modification of the terms and conditions of
such optionee's option as the Committee shall deem advisable. However, the
Committee has no authority to make any amendment or modifications to the 1997
Plan or any outstanding option which would: (i) increase the maximum number of
shares which may be purchased pursuant to options granted under the 1997 Plan,
either in the aggregate or by an optionee, except in connection with certain
antidilution adjustments; (ii) change the designation of the class of employees
eligible to receive qualified options; (iii) extend the term of the 1997 Plan or
the maximum option period thereunder; (iv) decrease the minimum qualified option
price or permit reductions of the price at which shares may be purchased for
qualified options granted under the 1997 Plan, except in connection with certain
antidilution adjustments; or (v) cause qualified stock options issued under the
1997 Plan to fail to meet the requirements of incentive stock options under
Section 422 of the Code. Any such amendment or modification shall be effective
immediately, subject to Stockholder approval thereof within 12 months before or
after the effective date. No option may be granted during any suspension or
after termination of the 1997 Plan.
The 1997 Plan is designed to meet the requirements of an incentive
stock option plan as defined in Code Section 422. As a result, an optionee will
realize no taxable income, for federal income tax purposes, upon either the
grant of an incentive stock option under the 1997 Plan or its exercise, except
that the difference between the fair market value of the stock on the date of
exercise and the exercise price is included as income for purposes of
calculating Alternative Minimum Tax. If no disposition of the shares acquired
upon exercise is made by the optionee within two years from the date of grant or
within one year from the date the shares are transferred to the optionee, any
gain realized upon the subsequent sale of the shares will be taxable as a
capital gain. In such case, the Company will be entitled to no deduction for
federal income tax purposes in connection with either the grant or the exercise
of the option. If, however, the optionee disposes of the shares within either of
the periods mentioned above, the optionee will realize earned income in an
amount equal to the excess of the fair market value of the shares on the date of
exercise (or the amount realized on disposition if less) over the exercise
price, and the Company will be allowed a deduction for a corresponding amount.
9
2001 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
On March 30, 2001, the Company's Board of Directors adopted, and in May
2001, the Company's Stockholders approved, the 2001 Non-Employee Director Stock
Incentive Plan (the "Non-Employee Director Plan"). The Non-Employee Director
Plan is designed to attract and retain the services of experienced and
knowledgeable independent directors of the Company for the benefit of the
Company and its Stockholders and to provide additional incentive for such
directors to continue to work for the best interests of the Company and its
Stockholders through continuing ownership of its Common Stock.
Each director who is not, and has not been during the immediately
preceding 12-month period, an employee of the Company or any subsidiary of the
Company, is eligible to participate in the Non-Employee Director Plan, provided
that such director is not separately compensated by the Company as a consultant
and does not fail to attend (or otherwise participate in) at least two-thirds
(2/3) of the board meetings.
An aggregate of 200,000 shares of Common Stock have been reserved for
issuance under the Non-Employee Director Plan. The Non-Employee Director Plan
provides for the annual grant of incentive awards consisting of restricted stock
grants and stock purchase participation awards. The Non-Employee Director Plan
will be administered by the Board of Directors or, if the Board so determines,
by a committee of the Board. The annual restricted stock award shares and stock
purchase participation award limit will be established by the Board of Directors
(or by a committee thereof) at its first meeting following the annual meeting of
Stockholders each year.
Restricted stock awards will be subject to such restrictions and
conditions to the vesting of awards as the Board of Directors (or committee)
deems appropriate, including, without limitation, that the non-employee director
remain in the continuous service of the Company for a certain period; provided,
however, that no restricted stock award may vest prior to six months from its
date of grant other than in connection with a participant's death or disability.
Stock purchase participation awards shall consist of a right to receive
shares of Common Stock with a fair market value equal to one-third (1/3) of the
net amount spent by the non-employee director on purchases of Common Stock in
the public market, subject to the terms and limitations determined by the Board
of Directors (or committee). The Board of Directors (or committee) shall impose
such restrictions or conditions to the vesting of stock purchase participation
awards as it deems appropriate, including, without limitation, that the
non-employee director remain in the continuous service of the Company for a
specified period.
2001 STOCK INCENTIVE PLAN
On March 30, 2001, the Company's Board of Directors adopted, and in
May, 2001, the Company's Stockholders approved, the 2001 Stock Incentive Plan
(the "Stock Incentive Plan"). The purpose of the Stock Incentive Plan is to
advance the interests of the Company and its Stockholders by enabling the
Company and its subsidiaries to attract and retain persons of ability to perform
services for the Company and its subsidiaries by providing an incentive to such
individuals through equity participation in the Company and by rewarding such
individuals who contribute to the achievement by the Company of its economic
objectives.
All employees of the Company and its subsidiaries, as well as
non-employee directors, consultants and independent contractors, are eligible to
participate in the Stock Incentive Plan. It is anticipated that the Stock
Incentive Plan will be used primarily for the grant of incentive awards to
executive officers of the Company and its subsidiaries.
An aggregate of 400,000 shares of Common Stock have been reserved for
issuance under the Stock Incentive Plan. The Stock Incentive Plan provides for
the grant of incentive awards consisting of restricted stock grants and stock
bonuses. The Stock Incentive Plan will be administered by the Board of Directors
or, if the Board so determines, by a committee of the Board.
Restricted stock awards will be subject to such restrictions and
conditions to the vesting of awards as the Board of Directors (or committee)
deems appropriate, including, without limitation, that the participant remain in
the continuous employ or service of the Company or a subsidiary for a certain
period or that the participant or the Company (or any subsidiary or division
thereof) satisfy certain performance goals or criteria; provided, however, that
no restricted stock award may vest prior to six months from its date of grant
other than in connection with a participant's death or disability.
10
Stock bonuses shall consist of a grant of shares of Common Stock,
subject to the terms and limitations determined by the Board of Directors (or
committee). In no event will a stock bonus be granted in consideration of future
services. The participant will have all voting, dividend, liquidation and other
rights with respect to the shares of Common Stock issued to a participant as a
stock bonus upon the participant becoming the holder of record of such shares;
provided, however, that the Board of Directors (or committee) may impose such
restrictions on the assignment or transfer of shares of Common Stock issued as a
stock bonus as it deems appropriate.
2002 EXECUTIVE STOCK APPRECIATION RIGHTS PLAN
In May, 2002, the Company's Board of Directors adopted the 2002
Executive Stock Appreciation Plan (the "SAR Plan"). The purpose of the SAR Plan
is to advance the interests of the Company and its Stockholders by enabling the
Company and its subsidiaries to attract and retain executives of ability to
perform services for the Company and its subsidiaries by providing an incentive
to such individuals through equity growth in the Company and by rewarding such
individuals who contribute to the achievement by the Company of its economic
objectives.
All employees of the Company and its subsidiaries, as well as
non-employee directors, consultants and independent contractors, are eligible to
participate in the SAR Plan. It is anticipated that the SAR Plan will be used
primarily for the grant of incentive awards to executive officers of the Company
and its subsidiaries.
An aggregate of 250,000 SAR units have been authorized for issuance
under the SAR Plan. The SAR Plan provides for the grant of incentive awards
consisting of SAR units. The SAR Plan will be administered by the Board of
Directors or, if the Board so determines, by a committee of the Board.
SAR grants will be subject to such restrictions and conditions to the
vesting of awards as the Board of Directors (or committee) deems appropriate,
including, without limitation, that the participant remain in the continuous
employ or service of the Company or a subsidiary for a certain period or that
the participant or the Company (or any subsidiary or division thereof) satisfy
certain performance goals or criteria.
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no compensation, as
such, for their service as members of the Board. In calendar year 2002, pursuant
to the Non-Employee Director Plan, Directors who were not employees of the
Company received an annual fee of $20,000, payable in Common Stock of the
Company. All directors are reimbursed for expenses incurred in connection with
attendance at meetings. In addition, directors are eligible to participate in
the Company's 1997 Stock Option Plan and the Company's Non-Employee Director
Plan. In calendar year 2002, no options were granted to directors.
EMPLOYMENT AGREEMENT
The Company entered into a three (3) year employment agreement with
Robert J. Skandalaris, its Chief Executive Officer, on April 2, 1997. The
Employment Agreement provides for an initial term of three years, with an
unlimited number of successive three-year renewals subject to the election by
either party not to renew the Employment Agreement. Mr. Skandalaris is also
entitled to an incentive bonus for each fiscal year in an amount to be
determined by the Compensation Committee of the Board, as well as to participate
in any executive bonus or other incentive compensation program adopted by the
Company. In the event Mr. Skandalaris' employment is terminated by the Company
without cause, or by reason of his death or disability, or in the event the
Employment Agreement is not renewed, the Company is obligated to pay to Mr.
Skandalaris, as severance and/or liquidated damages, an amount equal to three
times his annual base salary at the time of termination plus any incentive bonus
due under the Employment Agreement. Mr. Skandalaris' employment agreement has
been amended to reflect increases in his annual compensation authorized by the
Compensation Committee of the Board.
In January 2002, the Company entered into employment agreements with
Messrs. Morin, Azar and Harper. Messrs. Morin, Azar and Harper are also entitled
to an incentive bonus for each fiscal year in an amount to be determined by the
Compensation Committee of the Board, as well as to participate in any executive
bonus or other incentive compensation program adopted by the Company. These
agreements have automatic renewal terms of one year and provide for varying
amounts of severance between three and twelve months of base pay based upon the
individual's length of employment with the Company.
11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than 10% of a registered class of the Company's equity securities to file
reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% beneficial owners are also required by rules promulgated by the SEC to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during the period from January 1, 2002 through December
31, 2002, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 22, 2002, the Company completed a sale and leaseback
transaction of its Shelbyville, KY facility to the Company's Chief Executive
Officer. The sale price was $6.2 million which was equal to the book value of
the property. The proceeds of the transaction were used to reduce the Company's
debt under its current credit facility. The lease has a term of five years and
provides for monthly rent of $70,000. The sale price and rent amount were
determined by the estimated fair value of the property and estimated prevailing
lease rates for similar properties. Although the Company did not obtain an
independent valuation of the property or the terms of the transaction, it
believes the terms of the sale and leaseback were at least as favorable to Noble
as terms that could have been obtained from an unaffiliated third party. Rent
expense for 2002 was approximately $0.6 million.
On December 31, 2002 the Company completed the sale of NCE to a private
equity fund for $14.0 million in cash. The Company's CEO and certain other
officers have an interest in the private equity fund. Due to the related party
nature of the transaction, an independent committee of the board of directors
was formed to evaluate, negotiate and complete the sale of this operation. In
addition, the Company obtained an independent opinion regarding the fairness of
the transaction.
12
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such acts.
COMPENSATION PHILOSOPHY
The Compensation Committee is responsible for developing and
recommending the Company's executive compensation policies to the Board of
Directors. The executive compensation philosophy of the Company is to (i)
attract and retain qualified management to run the business efficiently and
guide the Company's growth in both existing and new markets, (ii) establish a
link between management compensation and the achievement of the Company's annual
and long-term performance goals, and (iii) recognize and reward individual
initiative and achievement.
BASE SALARIES
Base salaries for management employees are based primarily on the
responsibilities of the position and the experience of the individual, with
reference to the competitive marketplace for management talent, measured in
terms of executive compensation offered by comparable companies in related
businesses. Increases in base salaries are based upon the performance of the
executive officers as compared to pre-established goals.
CASH BONUSES
Cash bonuses are awarded, at the discretion of the Compensation
Committee, to executive officers based in part on the overall financial
performance of the Company and in part on the performance of the executive
officer. The financial performance of the Company is measured by revenue and
operating income growth and actual performance against budgeted performance. In
2002, cash bonuses were paid to certain executive officers in connection with
the performance of the Company.
STOCK OPTIONS
The Company grants stock options under the 1997 Plan as part of its
strategy to attract and retain qualified persons as executive officers and to
motivate such persons by providing them with an equity participation in the
Company. During 2002, options to purchase an aggregate of 25,000 shares were
granted to executives and directors of the Company and its subsidiaries.
STOCK GRANTS
The Company grants stock pursuant to the Employee Stock Incentive Plan
as part of its strategy to attract and retain qualified persons as executive
officers and to motivate such persons by providing them with an opportunity to
obtain equity in the Company. During 2002, an aggregate of 12,234 shares were
granted to executives and directors of the Company and its subsidiaries. Stock
granted to executives bear a two year restriction prohibiting holders from
selling the stock.
SAR GRANTS
The Company grants SARs pursuant to the Executive Stock Appreciation
Rights Plan as part of its strategy to attend and retain qualified persons as
executive officers and to motivate such person by providing them with an
opportunity to realize financial gain matched to the growth of the equity of the
Company. During 2002, an aggregate of 250,000 SAR units were granted to
executives and certain other employees of the Company and its subsidiaries.
CEO COMPENSATION
Mr. Skandalaris' compensation for fiscal 2002 was $325,000 in
accordance with the terms of his Employment Agreement with the Company. Mr.
Skandalaris also received no bonus for fiscal year 2002.
13
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
(Continued)
COMPENSATION LIMITATIONS
Under section 162(m) of the Internal Revenue Code, adopted in August
1993, and regulations adopted thereunder by the Internal Revenue Service,
publicly-held companies may be precluded from deducting certain compensation
paid to an executive officer in excess of $1.0 million in a year. The
regulations exclude from this limit performance-based compensation and stock
options provided certain requirements such as Stockholder approval, are
satisfied. The Company plans to take actions, as necessary, to insure that its
stock option plans and executive compensation plans qualify for exclusion.
Sincerely,
Jonathan P. Rye
Lee M. Canaan
Thomas L. Saeli
Anthony R. Tersigni, Ed.D.
COMPENSATION COMMITTEE
14
AUDIT COMMITTEE
The Board of Directors has adopted a written charter for the Audit
Committee. The three members of the Audit Committee are "independent" as that
term is defined in Rule 4200(a)(15) of the National Association of Securities
Dealer's listing standards.
Audit Fees. The aggregate amount of fees billed by Deloitte & Touche
LLP for professional services rendered for the audit of the Company's annual
financial statements for the fiscal year ended December 31, 2002, and the review
of the financial statements included in the Company's Quarterly Reports on Form
10-Q for that fiscal year, was $171,500.
Financial Information System Design and Implementation Fees. There were
no fees billed by Deloitte & Touche LLP for professional services rendered to
the Company for the fiscal year ended December 31, 2002, for the design and
implementation of financial information systems.
All Other Fees. The aggregate amount of fees billed by Deloitte &
Touche LLP for all other non-audit services, including various assurance
services, tax preparation and tax consulting rendered to the Company for the
fiscal year ended December 31, 2002, was $611,175.
Leased Employees. Deloitte & Touche LLP has informed the Company that
none of the hours expended on its engagement to audit the Company's financial
statements for the fiscal year ended December 31, 2001, were attributable to
work performed by persons other than full time, permanent employees.
The Audit Committee report set forth below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such acts.
Audit Committee Report. Management is responsible for the Company's
internal controls, financial reporting process and compliance with laws and
regulations and ethical business standards. The independent auditor is
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with generally accepted auditing standards
and issuing a report thereon. The Audit Committee's responsibility is to monitor
and oversee these processes on behalf of the Board of Directors. In this
context, the Audit Committee has reviewed and discussed with management and the
independent auditors the audited financial statements. The Audit Committee has
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees). In
addition, the Audit Committee has received from the independent auditors the
written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and discussed with them their
independence from the Company and its management. Moreover, the Audit Committee
has considered whether the independent auditor's provision of other non-audit
services to the Company is compatible with the auditor's independence. In
reliance on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, for filing with the Securities and Exchange Commission. By
recommending to the Board of Directors that the audited financial statements be
so included, the Audit Committee is not opining on the accuracy, completeness or
fairness of the audited financial statements.
Sincerely,
Mark T. Behrman
Daniel J. McEnroe
Jonathan P. Rye
Van E. Conway
AUDIT COMMITTEE
15
PERFORMANCE GRAPH
The following graph demonstrates the cumulative total return, on an
indexed basis, to the holders of the Company's Common Stock in comparison with
the Russell 2000 Index and an industry index of eighteen publicly traded
companies operating primarily in Standard Industrial Classification 371 or 421
(the "Peer Group Index"). The Peer Group Index was selected by the Company
because the companies included therein engaged in either the manufacturing of
motor vehicles and related parts, accessories and equipment or trucking and
courier services, with market capitalizations similar to that of the Company.
The Peer Group Index for SIC Code 371 consists of: Hastings Manufacturing, Hayes
Lemmerz International, Inc., IMPCO Technologies, Inc., Keystone Automotive
Industries, Omni U.S.A., Inc., Orbital Engine Corp Ltd, Riviera Tool Company,
Standard Motor Products, Inc., Stoneridge, Inc., Strattec Security Corp.,
Superior Industries International, Steel Technologies, Inc., Tenneco Automotive,
Inc., Tesma International, Inc. and Titan International, Inc., and for SIC Code
421 consists of: CDL, Inc., Dynamex, Inc., and Velocity Express Corporation. The
Peer Group Index closely approximates Noble's peer group both in range of
products provided and market capitalization. Due to the disposition of Noble
Construction Equipment, the Peer Group does not include any companies engaged in
the manufacture of construction equipment.
The graph assumes $10,000 invested on December 31, 1997 in the Common
Stock, in the Russell 2000 Index and the Peer Group Index. The historical
performance shown on the graph is not necessarily indicative of future price
performance.
12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-------- -------- -------- -------- -------- --------
THE COMPANY 10,000 10,863 17,119 5,845 9,690 9,286
RUSSELL 2000 INDEX 10,000 9,654 11,549 11,064 11,177 8,766
PEER GROUP INDEX 10,000 8,678 6,527 5,044 5722 6,227
[LINE CHART]
16
ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has
appointed Deloitte & Touche LLP as independent public accountants, to audit the
consolidated financial statements of the Company for the year ending December
31, 2003, and to perform other appropriate services as directed by the Company's
management and Board of Directors.
A proposal will be presented at the meeting to ratify the appointment
of Deloitte & Touche LLP as the Company's independent public accountants. It is
expected that a representative of Deloitte & Touche LLP will be present at the
Annual Meeting to respond to appropriate questions or to make a statement if he
or she so desires. Stockholder ratification of the selection of Deloitte &
Touche LLP as the Company's independent public accountants is not required by
the Company's Bylaws or other applicable legal requirement. However, the Board
of Directors is submitting the selection of Deloitte & Touche LLP to the
Stockholders for ratification as a matter of good corporate practice. If the
Stockholders fail to ratify this appointment other independent public
accountants will be considered by the Board of Directors upon recommendation of
the Audit Committee. Even if the appointment is ratified, the Board of Directors
at its discretion may direct the appointment of a different independent
accounting firm at any time during the year if it determines that such a change
would be in the best interests of the Company and its Stockholders.
VOTE REQUIRED
The ratification of Deloitte & Touche LLP as the Company's independent
public accountants will require the affirmative vote of the holders of at least
a majority of the outstanding shares of the Company's Common Stock present or
represented at the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS.
ITEM 3: OTHER MATTERS
Except for the matters referred to in the accompanying Notice of Annual
Meeting, management does not intend to present any matter for action at the
Annual Meeting and knows of no matter to be presented at the meeting that is a
proper subject for action by the Stockholders. However, if any other matters
should properly come before the meeting, it is intended that votes will be cast
pursuant to the authority granted by the enclosed Proxy in accordance with the
"recommendation of the Board of Directors."
ANNUAL REPORT
The Annual Report to Stockholders covering the Company's fiscal year
ended December 31, 2002 is being mailed to Stockholders with this Proxy
Statement. The Company's annual report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31, 2002, including the
financial statements and schedules thereto, which the Company has filed with the
Securities and Exchange Commission will be made available to beneficial owners
of the Company's securities upon request. The annual report does not form any
part of the material for the solicitation of the Proxy.
STOCKHOLDER PROPOSALS
Stockholders who intend to have a proposal considered for inclusion in
the Company's proxy materials for presentation at the 2004 Annual Meeting of
Stockholders must submit the written proposal to the Company no later than
December 18, 2003. Stockholders who intend to present a proposal at the 2004
Annual Meeting of Stockholders without inclusion of such proposal in the
Company's proxy materials are required to provide notice of such proposal to the
Company no later than March 3, 2004. The persons named in the Company's proxies
for its annual meeting of stockholders to be held in 2004, may exercise
discretionary voting power with respect to any such proposal as to which the
Company does not receive timely notice. The Company reserves the right to
reject, rule out of order, or take other appropriate action with respect to any
proposal that does not comply with these and other applicable requirements.
17
REQUEST TO RETURN PROXIES PROMPTLY
A Proxy is enclosed for your use. Please mark, date, sign and return
the Proxy at your earliest convenience or vote through the telephone or internet
procedures set forth on the proxy card. The Proxy requires no postage if mailed
in the United States in the postage-paid envelope provided. A prompt return of
your Proxy will be appreciated.
By Order of the Board of Directors,
/s/ MICHAEL C. AZAR
Michael C. Azar,
Secretary
Warren, Michigan
April 22, 2003
18
NOBLE INTERNATIONAL, LTD. PROXY - 2003 ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
MAY 16, 2003
The undersigned, a Stockholder of Noble International, Ltd., a Delaware
corporation, appoints Michael C. Azar his, her or its true and lawful agent and
proxy, with full power of substitution, to vote all the shares of stock that the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of Noble International, Ltd. to be held at the
Birmingham Country Club, on Friday, May 16, 2003, at 10:00 a.m., and any
adjournment(s) thereof, with respect to the following matters which are more
fully explained in the Proxy Statement of the Company dated April 22, 2003,
receipt of which is acknowledged by the undersigned:
NOBLE INTERNATIONAL, LTD.
May 16, 2003
Co. # ____________ Acct. #_________________
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL. Please date, sign and mail your proxy card in the envelope
provided as soon as possible.
TO VOTE BY TELEPHONE (TOUCH-TONE ONLY). Please call toll-free 1-800-PROXIES and
follow the instructions. Have your control number and the proxy card available
when you call.
TO VOTE BY INTERNET. Please access the web page at "www.voteproxy.com" and
follow the on-screen instructions. Have your control number available when you
access the web page.
YOUR CONTROL NUMBER IS ----------------------------------------
| |
----------------------------------------
-------------------------------------------------------------------------------------------------------------------
ITEM 1: ELECTION OF CLASS I DIRECTORS
______ FOR all nominees ______WITHHOLD AUTHORITY
(Except as listed below) (As to all nominees.)
NOMINEES: LEE MUSGROVE CANAAN, JONATHAN P. RYE AND VAN E. CONWAY
INSTRUCTION: To withhold authority to vote for any individual nominee(s), write that nominee's name
in the space provided below.
---------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
ITEM 2: RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR AGAINST ABSTAIN
---------- ----------- -----------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
ITEM 3: THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETINGS
-------------------------------------------------------------------------------------------------------------------
This proxy will be voted in accordance with the instructions given. If no
direction is made, the shares represented by this proxy will be voted FOR the
election of the directors nominated by the Board of Directors, for the
ratification of Deloitte Touche LLP as the Company's Independent Public
Accountants and will be voted in accordance with the discretion of the proxies
upon all other matters which may come before the Annual Meeting.
DATED: , 2003
-----------------------------
--------------------------------------------
Signature of Stockholder
--------------------------------------------
Signature of Stockholder
PLEASE SIGN AS YOUR NAME APPEARS ON THE PROXY
Trustees, Guardians, Personal and other Representatives, please indicate
full titles.