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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
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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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. LOGO}
April 19, 2004
Dear Stockholder:
You are cordially invited to attend the 2004 annual meeting of
stockholders of Noble International, Ltd. which will be held on Wednesday, May
12, 2004 at 10:00 a.m. at the Oakland Hills Country Club, 3951 West Maple Road,
Bloomfield Hills, Michigan and thereafter as it may be adjourned from time to
time.
At this year's annual meeting, you will be asked to elect three (3)
Class II directors; ratify the selection of Deloitte & Touche as our independent
auditors for fiscal 2004; and transact such other business as may properly come
before the meeting or any adjournments thereof.
Details of the matters to be considered at the meeting are contained in
the attached notice of annual meeting and proxy statement, which we urge you to
consider carefully.
As a stockholder, your vote is important. Whether or not you plan to
attend the meeting, please complete, date, sign and return your proxy card
promptly in the enclosed envelope which requires no postage if mailed in the
United States. Alternatively, you may vote through the Internet at
www.voteproxy.com or by telephone at 1-800-PROXIES. If you attend the meeting,
you may vote in person if you wish, even if you have previously returned your
proxy card.
Thank you for your cooperation, continued support and interest in Noble
International, Ltd.
Sincerely,
/s/ Robert J. Skandalaris
Robert J. Skandalaris
Chairman
NOBLE INTERNATIONAL, LTD.
28213 VAN DYKE AVENUE
WARREN, MICHIGAN 48093
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 2004
10:00 A.M.
--------------------
Notice is hereby given that the Annual Meeting of Stockholders of Noble
International, Ltd. will be held at the Oakland Hills Country Club, 3951 West
Maple Road, Bloomfield Hills, Michigan on Wednesday, May 12, 2004 at 10:00 a.m.
to consider and vote upon:
1. The election of Class II Directors to serve for a three year
term expiring at the Annual Meeting of Stockholders to be held
in 2007 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 31,
2004 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 19, 2004
NOBLE INTERNATIONAL, LTD.
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
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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 12, 2004 and at any adjournments thereof. The Annual Meeting has
been called to consider and vote upon (1) the election of Class II 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 19, 2004.
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 II 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.
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 31, 2004 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 8,949,079 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, 2004, 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) 2,306,651 25.78%
Michael C. Azar(4) 105,526 1.18%
Christopher L. Morin(5) 63,069 *
Jay J. Hansen(6) 29,289 *
Mark T. Behrman(7) 15,988 *
Daniel J. McEnroe(8) 14,752 *
Van E. Conway 14,180 *
Timothy J. Emmitt(9) 13,732 *
Anthony R. Tersigni 12,252 *
Lee M. Canaan(10) 11,926 *
Thomas L. Saeli 7,446 *
Stuart I. Greenbaum(10) 4,809 *
Todd Antenucci 4,488 *
Jonathan P. Rye 3,559 *
The Riverview Group, LLC(11) 625,000 6.53%
Munder Capital Management(12) 478,480 5.35%
Systematic Financial Management, LP(13) 451,000 5.04%
All Directors and Officers as a group 2,607,667 29.14%
(14 persons)
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* 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 June 18, 2004 is deemed
outstanding. Such shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.
(3) Includes 637,292 shares of common stock over which Mr. Skandalaris
exercises voting power. Includes options to purchase 6,000 shares of
common stock at $8.00 expiring in 2008.
(4) Includes options to purchase 15,000 shares of common stock at $12.63
expiring in 2004, 10,500 shares of common stock at $6.62 expiring in
2005, and 22,000 shares of common stock at $8.00 expiring in 2008.
(5) Includes options to purchase 10,000 shares of common stock at $12.63 per
share expiring in 2004, 7,000 shares of common stock at $6.62 expiring in
2005, 4,000 shares of common stock at $6.12 expiring in 2006, and 26,000
shares of common stock at $8.00 expiring in 2008.
(6) Includes options to purchase 10,000 shares of common stock at $10.50 per
share expiring in 2007, and 12,000 shares of common stock at $8.00 per
share expiring in 2008.
(7) Includes options to purchase 1,250 shares of common stock at $10.63
expiring in 2006, 1,250 shares of common stock at $7.89 expiring in 2006,
1,250 shares of common stock at $6.64 expiring in 2006, and 1,250 shares
of common stock at $4.78 expiring in 2006.
(8) Includes options to purchase 5,000 shares of common stock at $6.23 per
share expiring in 2005, 1,250 shares of common stock at $10.63 expiring
in 2006, and 1,250 shares of common stock at $7.89 expiring in 2006.
(9) Includes options to purchase 6,000 shares at $5.39 per share expiring
2006 and 6,667 shares at $8.00 per share expiring in 2008.
(10) Includes options to purchase 1,250 shares of common stock at $4.78 per
share expiring in 2006.
3
(11) Information is based on Schedule 13G filed by The Riverview Group LLC, a
Delaware Limited Liability Company, with the Securities Exchange
Commission on March 25, 2004. The Schedule 13G states that The Riverview
Group beneficially owns 625,000 shares of our common stock, which are
issuable to Riverview upon the conversion of a certain convertible
subordinated note in the aggregate principal amount of $20,000,000
convertible into shares of common stock of the Company at a conversion
price of $32.00 per share.
(12) Information is based on Schedule 13G filed by Munder Capital Management,
a Delaware General Partnership, with the Securities Exchange Commission
on February 13, 2004. The Schedule 13G states that Munder Capital
Management beneficially owns 478,480 shares of our common stock.
(13) Information is based on Schedule 13G filed by Systematic Financial
Management, L.P., a New Jersey General Partnership, with the Securities
Exchange Commission on December 31, 2003. The Schedule 13G states that
Systematic Financial Management, LP beneficially owns 451,100 shares of
our common stock.
4
MATTERS TO BE ACTED UPON
ITEM 1: ELECTION OF CLASS II 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 II 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 II Directors of which
three (3) will be filled by election at the Annual Meeting to be held on May 12,
2004.
Three (3) persons have been nominated by the Board of Directors to
serve as the Class II Directors until the 2007 Annual Meeting of Stockholders.
The Board of Directors recommends that the three (3) nominees, Daniel J.
McEnroe, Stuart I. Greenbaum and Thomas L. Saeli be elected to serve as the
Class II Directors until the 2007 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 II Director. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE.
NOMINEES FOR DIRECTORS
CLASS II NOMINEES TO SERVE UNTIL THE 2007 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE POSITIONS HELD
---- --- ----- --------------
Daniel J. McEnroe 41 1997 Director
Stuart I. Greenbaum 67 2001 Director
Thomas L. Saeli 47 2002 Director
DANIEL J. MCENROE, AGE 41, joined the Company's Board of Directors in
November 1997. Mr. McEnroe is currently a Managing Director of Sundance Capital
Partners, LLC, a private advisory and investment firm, and since 2001 has
provided advisory and investment management services. From 1994 to 2001, Mr.
McEnroe held positions with the Penske Corporation, a closely-held diversified
transportation services company, including Treasurer of Detroit Diesel
Corporation, a publicly held subsidiary. Mr. McEnroe is a Certified Public
Accountant and a Chartered Financial Analyst. He holds a B.B.A. from the
University of Michigan and a M.M. from the J. L. Kellogg Graduate School of
Management at Northwestern University.
STUART I. GREENBAUM, AGE 67, 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 47, 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.
5
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 III DIRECTORS TO SERVE UNTIL THE 2005 ANNUAL MEETING
ROBERT J. SKANDALARIS, AGE 51, the Company's founder, currently serves
as Chairman of the Board and Director. Mr. Skandalaris is also a Principal and
Managing Director of Quantum Value Partners, LP, a private equity fund. 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. Mr. Skandalaris holds a B.A. from Michigan State University
and an M.S.A. from Eastern Michigan University.
ANTHONY R. TERSIGNI, ED.D., AGE 54, 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 41, 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. Mr. Behrman also is a Managing Director of Quantum Value
Partners, LP, a private equity fund. 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. 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.
CLASS I DIRECTORS TO SERVE UNTIL THE 2006 ANNUAL MEETING
LEE MUSGROVE CANAAN, AGE 46, 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 a B.S. in
geological sciences from the University of Southern California and an M.B.A. in
Finance from the Wharton School at the University of Pennsylvania.
VAN E. CONWAY, AGE 51, 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 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. from John Carroll University and an M.B.A. from the
University of Detroit.
JONATHAN P. RYE, AGE 47, 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.
6
The executive officers of the Company who are not also directors are as
follows:
CHRISTOPHER L. MORIN, AGE 45, PRESIDENT AND CHIEF EXECUTIVE 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.
JAY J. HANSEN, AGE 40, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
joined the Company in March 2002. Prior to joining the Company, Mr. Hansen was
Vice President at Oxford Investment, a privately held merchant bank with
holdings in a variety of business segments, including automotive supply. Prior
to joining Oxford, Mr. Hansen held several management positions at Michigan
National Bank. Mr. Hansen holds a Bachelor of Science Degree in Business
Administration from The Wharton School at the University of Pennsylvania.
TIMOTHY J. EMMITT, AGE 44, CHIEF OPERATING OFFICER, joined the Company
in October 2001. Mr. Emmitt served as Chief Operating Officer of Noble Metal
Processing, Inc. from May, 2002 to October, 2003 and as Vice President of
Automotive Operations from October, 2001 to April, 2002. Prior to joining the
company, Mr. Emmitt held various senior management positions in Finance,
Operations and Strategy at DaimlerChrysler from July 1987 to October, 2001. Mr.
Emmitt also held various Production Engineering positions at General Motors from
1983 to 1986. Mr. Emmitt holds a B.S. in Mechanical Engineering from Michigan
State University and an M.B.A. from University of Chicago.
TODD C. ANTENUCCI, AGE 44, VICE PRESIDENT BUSINESS DEVELOPMENT, joined
the Company in 1990. Mr. Antenucci has held various positions in sales and
engineering management with Noble Metal Processing, Inc. From 1982 to 1990, Mr.
Antenucci held various engineering positions with LTV Aerospace. Mr. Antenucci
holds a Bachelor of Science degree in Mechanical Engineering from Michigan
Technological University.
MICHAEL C. AZAR, AGE 40, 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. Mr. Azar is
also a Principal and Managing Director of Quantum Value Partners, LP, a private
equity fund. 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. Mr. Azar holds a B.A.
from Kalamazoo College and a J.D. from the University of Detroit.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors manages or directs the management of the
business of the Company. During the fiscal year ended December 31, 2003, 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.
The Board has established four standing committees the principal
functions of which are briefly described below. The charters of these committees
are posted on our website, www.nobleintl.com, in the investor information
section and paper copies will be provide upon request to the office of the
Secretary, Noble International, Ltd. 28213 Van Dyke Ave, Warren, MI 48093.
STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS
Stockholders desiring to communicate with a director or the entire
Board of Directors may address such communication to the attention of the
Secretary of the Company at the Company's executive offices and such
communication will be forwarded to the intended recipient or recipients.
7
COMPENSATION COMMITTEE
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. The members of the Compensation Committee
are independent as defined by Rule 4200(1)(15) of the National Association of
Securities Dealers' listing standards. The Compensation Committee met four (4)
times during the year ended December 31, 2003.
AUDIT COMMITTEE
Daniel J. McEnroe, 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. The Audit Committee met seven (7) times during the year ended
December 31, 2003. The members of the Audit Committee are independent as defined
by Rule 4200(1)(15) of the National Association of Securities Dealers' listing
standards. The Board or Directors has determined that Van E. Conway is an "audit
committee financial expert," as defined by Item 401(h) of Regulation S-K.
EXECUTIVE COMMITTEE
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. The
Executive Committee met four (4) times during the year ended December 31, 2003.
COMMITTEE ON DIRECTORS AND BOARD GOVERNANCE
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
Committee on Directors and Board Governance will consider nominees recommended
by Stockholders provided such recommendations are made in accordance with the
procedures described in this Proxy Statement under "Stockholders Proposals." The
Committee on Directors and Board Governance met three (3) times during the year
ended December 31, 2003.
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 2003, pursuant
to the Non-Employee Director Plan, directors who were not employees of the
Company received an annual fee of $30,000, payable in Common Stock of the
Company. The Chairman of the Audit Committee, Van E. Conway, received an
additional $5,000 for serving in such capacity. 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 2003, 30,195
shares were issued to directors. Of these, 29,362 were issued as compensation
and 833 pursuant to matches made by Directors who purchased shares of the
Company in the open market.
8
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by the
former and current Chief Executive Officer and each of the other four most
highly compensated executive officers whose salary plus bonus exceeded $100,000
per annum during any of the Company's last three fiscal years.
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation(1) Long Term Compensation
-------------------- ----------------------
SECURITIES
NAME/PRINCIPAL RESTRICTED STOCK UNDERLYING OPTIONS/
POSITION YEAR SALARY ($) BONUS ($) AWARDS(2) SARS (#)
-------- ---- ---------- --------- --------- --------
Robert J. Skandalaris 2003 $287,500 $ 97,500 $52,500 10,000(4)
Chairman of the 2002 $325,000 --- 15,000(3)
Board of Directors(5) 2001 $280,000 $150,000 $43,540 ---
Christopher L. Morin, 2003 $343,750 $115,000 $34,998 43,333(4)
President, Chief 2002 $270,000 $ 75,000 --- 65,000(3)
Executive Officer(6) 2001 $225,000 $100,000 $10,818 10,000
Michael C. Azar, 2003 $210,000 $ 77,500 $34,998 36,666(4)
Vice President & 2002 $225,000 $ 30,000 --- 55,000(3)
General Counsel 2001 $200,000 $100,000 $ 7,889 ---
Jay J. Hansen, Chief 2003 $196,250 $ 84,500 $27,987 20,000(4)
Financial Officer(7)
Timothy J. Emmitt, 2003 $214,096 $ 75,500 --- 6,667(4)
Chief Operating Officer(8)
Todd C. Antenucci, Vice 2003 $198,788 $123,500 --- ---
President Business
Development(9)
David V. Harper, Chief 2002 $235,000 $ 30,000 --- 55,000
Financial Officer(10) 2001 $225,000 $ 75,000 $12,097 ---
(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 $50,000 for each executive officer.
(2) Granted pursuant to the Company's 2001 Stock Incentive Plan.
(3) Granted pursuant to the Company's 2002 Executive Stock Appreciation
Rights Plan and subsequently surrendered.
(4) Issued upon the surrender of grants provided under the 2002 Executive
Stock Appreciation Rights Plan.
(5) Mr. Skandalaris held the position of Chairman and CEO from November 1997
through July 2003, whereupon Mr. Morin assumed the position of CEO.
(6) Mr. Morin has served as Chief Executive Officer since July 2003 and as
its President since May 2001.
(7) Mr. Hansen became CFO in May 2003. Prior to that time, Mr. Hansen was
Vice President of Corporate Development.
(8) Mr. Emmitt became Chief Operating Officer in May 2003. Prior to that
time, Mr. Hansen was Chief Operating Officer of Noble Metal Processing,
Inc.
(9) Mr. Antenucci became Vice President of Business Development in May 2003.
Prior to that time, Mr. Antenucci was Vice President of Sales and
Marketing for Noble Metal Processing, Inc.
(10) Mr. Harper served as Chief Financial Officer of the Company from October
2000 through May 2003.
9
OPTION/SAR GRANTS IN 2003
INDIVIDUAL GRANTS
Potential Realized Value at
Assumed Annual Rates of
Stock Price Appreciation for
Option Term(2)
-----------------------------
Number of
Securities
Underlying % of Total
Options/ Options/SARs Exercise
SARs Granted to or Base
Granted Employees In Price Expiration
Name (#) Fiscal Year(3) ($/Sh) Date 0%($) 5%($) 10%($)
----- ------ ------------- ----- -------- ----- ----- ------
Robert J. Skandalaris(1) 10,000 7.35% $8.00 12/31/05 $4,300 $16,038 $135,800
Christopher L. Morin(1) 43,333 31.9% $8.00 12/31/05 $18,633 $69,498 $471,447
Michael C. Azar(1) 36,333 26.7% $8.00 12/31/05 $15,623 $58,271 $395,303
Jay J. Hansen(1) 20,000 14.7% $8.00 12/31/05 $8,600 $32,076 $217,600
Timothy J. Emmitt(1) 6,667 4.9% $8.00 12/31/05 $2,867 $10,693 $72,537
-----------------------------------
(1) Options granted in 2003 were issued upon the surrender of SARs granted to
such individuals in 2002. Options granted in 2003 vest at 60% after December
31, 2003 and 100% after December 31, 2004.
(2) These columns sets forth hypothetical gains or "option spreads" for the
Options at the end of their respective terms, as calculated in accordance
with the rules of the Securities and Exchange Commission. Each gain is based
on an arbitrarily assumed annual rate of compound appreciation of the market
price at the date of grant of 5% and 10% from the date the option was
granted to the end of the option term. The 5% and 10% rates of appreciation
are specified by the rules of the Securities and Exchange Commission and do
not represent the Company's estimate or projection of future Common Stock
prices. Actual gains, if any, on Option exercises are dependent on the
future performance of the Company's Common Stock and overall market
conditions.
(3) The Company granted options to purchase an aggregate of 25,833 Options to
all employees other than executive officers and granted Options of 109,999
shares to all executive officers as a group (4 persons), during fiscal year
2003.
AGGREGATED OPTION EXERCISES IN 2003
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
------------------- ----------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
Robert J. Skandalaris 0 0 6,000 4,000 $89,340 $59,560
Christopher L. Morin 50,000 $527,865 47,000 26,333 $670,620 $407,608
Michael C. Azar 10,000 $125,000 52,500 19,166 $766,765 $291,591
Jay J. Hansen --- --- 12,000 33,000 $178,680 $428,870
Timothy J. Emmitt --- --- 10,000 11,667 $164,560 $197,212
Todd C. Antenucci --- --- 11,100 2,900 $173,539 $10,076
10
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
1,000 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.
11
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.
12
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. In May, 2003, the Company's Board of
Directors terminated the SAR Plan and converted all previously granted SARs into
options under the Company's 1997 Plan.
EMPLOYMENT AGREEMENT
The Company entered into a one (1) year employment agreement with
Christopher L. Morin, its Chief Executive Officer, in 2001, and subsequently
renewed each year thereafter. The Employment Agreement provides for an initial
term of one year, with an unlimited number of successive renewals subject to the
election by either party not to renew the Employment Agreement. Mr. Morin 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. Morin's 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.
Morin, as severance and/or liquidated damages, an amount equal to one times his
annual base salary at the time of termination.
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 highest annual base salary at the time of termination plus any
incentive bonus due under the Employment Agreement. Mr. Skandalaris' employment
agreement was renewed in 2000 and 2003 and has been amended to reflect increases
in his annual compensation authorized by the Compensation Committee of the
Board.
The Company has also entered into employment agreements with Messrs.
Hansen and Azar. Messrs. Hansen and Azar 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.
13
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, 2003 through December
31, 2003, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with, except the
following i) on May, 16, 2003, Anthony Tersigni, Thomas Saeli, Daniel McEnroe,
Van Conway, Lee Canaan, Jonathan Rye and Stuart Greenbaum were granted stock as
compensation for their service as Board Members. The Form 4s for the
aforementioned directors were not filed until September 18, 2003; ii) On May 16,
2003, Messrs. Skandalaris, Morin, Azar and Hansen received options pursuant to
our 1997 Stock Option Plan upon surrender of grants received under our SAR Plan.
The Form 4s for these persons was not filed until September 30, 2003; iii) On
August 20, 2003 Robert J. Skandalaris sold 10,000 shares of our common stock.
The Form 4 for that sale was not filed until September 19, 2003; iv) On
September 12, 2003 Messrs. Antenucci and Emmitt became executive officers of the
Company. The Form 3s for these individuals were not filed until October 3, 2003;
and v) On September 8, 2003, Richard Balgenorth purchased 2,000 shares of our
common stock. The Form 4 for that purchase was not filed until September 22,
2003.
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 Chairman. 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 $72,000. 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 2003 was
approximately $0.7 million.
On December 30, 2002, the Company completed the sale of its subsidiary,
Noble Construction Equipment, Inc., to a private equity fund for $14.0 million,
The Company's Chairman 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.
On January 29, 2004, the Company completed the sale of Monroe
Engineering Products, Inc. to a private equity fund for $5.5 million in cash.
The Company's Chairman 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.
CODE OF ETHICS
The Company has adopted a code of ethics that applies to all of our
employees, executive officers and directors including our principal executive
officer, principal financial officer, genera counsel and principal accounting
officer. The code of ethics includes provisions covering compliance with laws
and regulations, insider trading practices, conflicts of interest,
confidentiality, protection and proper use of our assets, accounting and record
keeping, fair competition and fair dealing, business gifts and entertainment,
payments to government personnel and reporting of illegal or unethical behavior.
The code of ethics is posted on our website at www.nobleintl.com. Any waiver of
any provision of the code of ethics granted to an executive officer or director
may only be made by the board of directors and will be promptly disclosed on our
website.
14
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 Company's executive compensation program is designed to link
executive compensation to corporate performance. To this end, the Company has
developed an overall compensation strategy and specific compensation plans that
tie executive compensation to the Company's success in meeting specified
performance goals. The overall objectives of this strategy are to attract and
retain the best possible executive talent, to motivate these executives to
achieve goals that support the Company's business strategy, to establish a link
between executive and stockholder interests, and to provide a compensation
package that is based on individual performance and initiative, as well as
overall business results, both long and short term.
The Compensation Committee reviews the Company's executive compensation
program annually. The review includes a comparison of current total compensation
levels (including base salary, annual bonus and long-term incentives) to those
provided in similarly situated companies, with data being collected from several
executive compensation surveys. In addition to the Compensation Surveys, the
Compensation Committee also considers the compensation reported for executives
by the companies included in a group of automotive companies.
The Compensation Committee determines the compensation of the CEO and
the officers of the corporation, reviews the policies and philosophy set for the
next level of key executives (approximately 5), and evaluates and recommends to
the Board of Directors all long-term incentive plans. This process is designed
to ensure congruity throughout the executive compensation program. In reviewing
the individual performance of the executives whose compensation is detailed in
this proxy statement the Compensation Committee takes into account the views of
Mr. Skandalaris, the Company's Chairman.
The key elements of the Company's executive compensation program are
base salary, annual bonus and long-term incentives that consist of cash
compensation, Company stock, and stock options. The Compensation Committee's
policies with respect to each of these elements, are the basis for the
compensation awarded to Mr. Morin, the Company's CEO.
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.
Although annual bonuses depend primarily on the achievement of performance
objectives as described above, the Compensation Committee may adjust bonus
measures and awards based on other financial or non-financial actions that the
Compensation Committee believes will benefit long-term stockholder value. In
2003, Mr. Morin received a cash bonus of $100,000. In 2003, cash bonuses were
also paid to certain executive officers in connection with the performance of
the Company.
15
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 2003, options to purchase an aggregate of 135,832 shares were
granted to executives and Directors of the Company and its subsidiaries. Of
these grants, all were issued in exchange for the termination and surrender of
the SAR grants provided in 2002 under the Executive Stock Appreciation Rights
Plan.
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 2003, the following stock grants were made:
i) 29,362 shares to Directors as compensation for their service to the Company;
ii) 2,500 shares to Directors pursuant to matches made to certain Directors who
made open market purchases of the Company's stock; iii) 13,210 shares to certain
executive officers as part of their 2003 bonus award; and iv) 17,394 shares to
certain executives (approximately 11) under the 2001 Stock Incentive Plan as
matches in connection with open market purchases of the Company's stock. 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 2003, no SAR units were granted to executives or other employees
of the Company and its subsidiaries. In May, 2003, the Company's Board of
Directors terminated the SAR Plan and converted all previously granted SARs into
options under the Company's 1997 Plan.
CHAIRMAN COMPENSATION
The factors considered by the Compensation Committee in determining the
compensation of the Chairman of the Board of Directors who serves in an
executive capacity, in addition to the criteria outlined above, include the
Company's operating and financial performance, as well as his leadership and
establishment and implementation of the strategic direction for the Company. Mr.
Skandalaris' compensation for fiscal 2003 was $287,500 in accordance with the
terms of his Employment Agreement with the Company. Mr. Skandalaris also
received a cash bonus for fiscal year 2003, totaling $75,000, along with a grant
of stock under the Company's Stock Incentive Plan of 4,605 shares (see
restricted stock awards in the table under Executive Compensation -- Summary
Compensation Table above). Mr. Skandalaris' base salary for 2004 remains at
$250,000.
CEO COMPENSATION
The factors considered by the Compensation Committee in determining the
compensation of the Chairman of the Board of Directors who serves in an
executive capacity, in addition to the criteria outlined above, include the
Company's operating and financial performance, as well as his leadership and
establishment and implementation of the strategic direction for the Company. Mr.
Morin's compensation for fiscal 2003 was $343,750 in accordance with the terms
of his Employment Agreement with the Company. Mr. Morin also received a cash
bonus for fiscal year 2003, totaling $100,000, along with a grant of stock under
the Company's Stock Incentive Plan of 3,070 shares (see restricted stock awards
in the table under Executive Compensation -- Summary Compensation Table above).
Mr. Morin's base salary for 2004 remains at $340,000.
16
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.
SUMMARY
The Compensation Committee believes that the compensation plans are
consistent with the Company's strategic objectives and are properly aligned with
the stockholder's best interest. The programs enable the Company to attract,
retain and incent highly qualified individuals and provide appropriate
incentives to reward them for achieving and surpassing corporate and personal
goals. The Committee periodically reviews these programs to assure that they
emphasize performance and reward enhancement of stockholder value, and modifies
the programs as deemed necessary and appropriate to achieve stated objectives,
as well as to take into account systemic changes in leading compensation
practices. The Committee also reviews these programs and changes them in
recognition of the market in which the Company competes.
Sincerely,
Jonathan P. Rye
Lee M. Canaan
Thomas L. Saeli
Anthony R. Tersigni, Ed.D.
COMPENSATION COMMITTEE
17
THE COMMITTEE ON DIRECTORS AND BOARD GOVERNANCE
The Committee on Directors and Board Governance is currently composed
of four directors, Robert J. Skandalaris (chairman), Anthony R. Tersigni, Stuart
I. Greenbaum and Van E. Conway. Messrs. Tersigni, Greenbaum and Conway, meet the
criteria for independence specified in the listing standards of the NASDAQ. The
principal functions of the Committee on Directors and Board Governance is to:
- consider and recommend to the Board qualified candidates for
election as directors of the Company;
- periodically prepare and submit to the Board for adoption the
Committee's selection criteria for directors nominees;
- recommend to the Board and management a process for new Board
member orientation;
- consider matters of corporate governance and Board practices
and recommend improvements to the Board;
- review periodically the Company's charter and bylaws in light
of statutory changes and current best practices;
- review periodically the charter, responsibilities, membership
and chairmanship of each committee of the Board and recommend
appropriate changes;
- review Director independence, conflicts of interest,
qualifications and conduct and recommend to the Board removal
of a Director when appropriate; and
- annually assess the Committee's performance.
The Committee on Directors and Board Governance held five meetings in
fiscal year 2003. See "Nominating Procedures" below for further information on
the nominating process.
NOMINATING PROCEDURES
As described above, the Company has a standing Committee on Directors
and Board Governance. The Committee on Directors and Board Governance's charter
is posted on our website, www.nobleintl.com in the investor relations section.
The Board has adopted membership guidelines that outline the desired
composition of the Board and the criteria to be used in selecting directors.
These guidelines provide that the Board should be composed of directors with a
variety of experience and backgrounds who have high-level managerial experience
in a complex organization and who represent the balanced interests of
shareowners as a whole rather than those of special interest groups. Other
important factors in Board composition include diversity, age, international
background and experience and specialized expertise. A significant majority of
the Board should be directors who are not past or present employees of the
Company or of a significant stockholder, customer or supplier.
In considering candidates for the Board, the Committee on Directors and
Board Governance considers the entirety of each candidate's credentials and does
not have any specific minimum qualifications that must be met by a Board
nominee. The Committee is guided by the composition guidelines set forth above
and by the following basic selection criteria: highest character and integrity;
experience and character.
18
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.
Principal Accounting Firm 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 years ended December 31,
2003, December 31, 2002, are as follows:
2003 2002
---- ----
Audit Fees $175,500 $247,507
Audit Related Fees $222,000 $-------
-------- --------
Total Audit and Audit-Related Fees $397,500 $247,507
Tax Fees $535,072 $342,345
All Other Fees $ 22,280 $268,830
--------- --------
Total Fees $954,852 $858,682
Audit Fees. These fees are for professional services rendered in
connection with the audit of the Company's annual financial statements for the
fiscal year ended December 31, 2003 and December 31, 2002, and for the reviews
of the financial statements included in the Company's Quarterly Reports on Form
10-Q for that fiscal year.
Audit Related Fees. These fees are for professional services rendered
in connection with the audit of the Company's employee benefit plans and for
Sarbanes-Oxley Act readiness, Section 404 advisory services in 2003.
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, 2003, for the design and
implementation of financial information systems.
Tax Fees. These fees relate to federal, state and foreign tax
compliance services, including preparation, compliance, advice and planning.
All Other Fees. These fees are for professional services rendered in
connection with the Company's acquisitions, debt and equity offerings and other
miscellaneous services.
The Audit Committee has adopted an Audit and Non-Audit Services
Pre-Approval Policy which requires the Committee's pre-approval of audit and
non-audit services performed by the independent auditor to assure that the
provisions of such services does not impair the auditor's independence. For the
fiscal year ended December 31, 2003, the Audit Committee pre-approved all of the
audit and non-audit services rendered by Deloitte and Touche and listed above.
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, 2003, 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
19
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, 2003, 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,
Daniel J. McEnroe
Jonathan P. Rye
Van E. Conway
AUDIT COMMITTEE
20
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 3714, except
General Parts Corp (5013) and Tower Automotive (3460) (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 with market capitalizations similar to that of the
Company. The Peer Group Index consists of Arvin Meritor, Inc., Borg Warner,
Inc., Dana Corp., Delphi Corp., Gentex Corp, General Parts Corp., Johnson
Controls, Inc., Lear Corp., Modine Manufacturing Co., Superior Industries, Inc.,
Tower Automotive, Inc. and Visteon Corp. The Peer Group Index closely
approximates Noble's peer group both in range of products provided and market
capitalization.
The graph assumes $10,000 invested on December 31, 1998 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.
12/31/198 12/31/1999 12/31/2000 12/31/2001 12/31/2002 12/31/2003
--------- ---------- ---------- ---------- ---------- ----------
Auto Parts Peer Index $ 10,000 $ 9,671 $ 7,201 $ 9,262 $ 8,180 $ 11,410
Russell 2000 Index $ 10,000 $ 11,962 $ 11,459 $ 11,698 $ 9,079 $ 13,198
The Company $ 10,000 $ 15,753 $ 5,753 $ 8,963 $ 8,548 $ 25,085
[BAR GRAPHIC]
21
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, 2004, 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, 2003 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, 2003, 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 WITHOUT CHARGE UPON REQUEST BY CONTACTING MICHAEL C.
AZAR, SECRETARY, 28213 VAN DYKE AVE., WARREN, MICHIGAN 48093. 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 2005 Annual Meeting of
Stockholders must submit the written proposal to the Company no later than
December 18, 2004. Stockholders who intend to present a proposal at the 2005
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, 2005. The persons named in the Company's proxies
for its annual meeting of stockholders to be held in 2005, 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.
22
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 19, 2004
23
NOBLE INTERNATIONAL, LTD. PROXY - 2004 ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
MAY 12, 2004
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 Oakland
Hills Country Club, on Wednesday, May 12, 2004 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 19, 2004,
receipt of which is acknowledged by the undersigned:
NOBLE INTERNATIONAL, LTD.
May 12, 2004
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
----------------
----------------------------
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ITEM 1: ELECTION OF CLASS II DIRECTORS
______ FOR all nominees ______WITHHOLD AUTHORITY
(Except as listed below) (As to all nominees.)
---
NOMINEES: DANIEL J. MCENROE, STUART I. GREENBAUM, THOMAS L. SAELI
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
---------- ----------- -----------
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ITEM 3: THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETINGS
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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: , 2004
----------------------------
-----------------------------------------
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.