(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2008 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware
(State or other jurisdiction of incorporation or organization) |
94-3125814
(I.R.S. Employer Identification No.) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock ($0.001 par value) | The Nasdaq Stock Market LLC (NASDAQ Global Select) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
Item 1. | Business |
2
3
4
5
6
7
8
9
Name
|
Age
|
Position
|
||||
Executive Officers:
|
||||||
Norman H. Pond
|
70 | Chairman of the Board | ||||
Kevin Fairbairn
|
55 | President and Chief Executive Officer | ||||
Jeffrey Andreson
|
47 | Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary | ||||
Michael Russak
|
62 | Executive Vice President of Business Development, Equipment Products | ||||
Michael Barnes
|
50 | Vice President and Chief Technical Officer | ||||
Kimberly Burk
|
43 | Vice President, Human Resources | ||||
Joseph Pietras
|
54 | Vice President and General Manager, Intevac Photonics | ||||
Other Key Officers:
|
||||||
Verle Aebi
|
54 | Chief Technology Officer, Intevac Photonics | ||||
James Birt
|
44 | Vice President, Customer Support, Equipment Products | ||||
Terry Bluck
|
49 | Vice President, Technology, Equipment Products | ||||
Jerry Carollo
|
56 | Vice President and General Manager, Intevac Vision Systems | ||||
Keith Carron
|
50 | Vice President and General Manager, DeltaNu | ||||
Timothy Justyn
|
46 | Vice President of Operations, Intevac Photonics | ||||
Dave Kelly
|
46 | Vice President, Engineering, Intevac Photonics | ||||
Ralph Kerns
|
62 | Vice President, Business Development, Equipment Products |
10
11
Item 1A. | Risk Factors |
12
13
14
15
16
17
18
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
19
Location
|
Square Footage
|
Principal Use
|
||||
Santa Clara, CA
|
169,583 | Corporate Headquarters; Equipment and Intevac Photonics Marketing, Manufacturing, Engineering and Customer Support | ||||
Fremont, CA
|
9,505 | Intevac Photonics Sensor Fabrication | ||||
Laramie, WY
|
12,000 | Intevac Photonics Raman Spectrometer Manufacturing | ||||
Carlsbad, CA
|
10,360 | Intevac Photonics Micro Display Product Manufacturing | ||||
Singapore
|
31,947 | Equipment Manufacturing and Customer Support | ||||
Korea
|
1,558 | Equipment Customer Support | ||||
Malaysia
|
1,291 | Equipment Customer Support | ||||
Japan
|
1,507 | Equipment Customer Support | ||||
Shenzhen, China
|
2,568 | Equipment Customer Support |
Item 3. | Legal Proceedings |
Item 4. | Submission of Matters to a Vote of Security-Holders |
20
71
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
High
Low
$
30.57
$
22.00
26.77
18.92
22.37
13.23
18.12
14.01
$
14.28
$
10.14
17.46
11.16
13.32
9.50
10.64
3.93
21
Table of Contents
AMONG INTEVAC, NASDAQ STOCK MARKET TOTAL RETURN INDEX AND
NASDAQ COMPUTER MANUFACTURERS TOTAL RETURN INDEX
12/31/03
12/31/04
12/30/05
12/29/06
12/31/07
12/31/08
$
100
$
54
$
94
$
184
$
103
$
36
100
109
111
122
132
64
100
130
133
136
199
84
22
Table of Contents
Item 6.
Selected
Consolidated Financial Data
Year Ended December 31,
2008
2007
2006
2005
2004
(In thousands, except per share data)
$
110,307
$
215,834
$
259,875
$
137,229
$
69,615
$
43,339
$
96,043
$
100,959
$
43,578
$
15,856
$
(30,471
)
$
27,436
$
47,999
$
14,717
$
(5,249
)
$
(15,345
)
$
27,345
$
46,698
$
16,151
$
(4,344
)
$
(0.71
)
$
1.28
$
2.22
$
0.79
$
(0.22
)
$
(0.71
)
$
1.23
$
2.13
$
0.76
$
(0.22
)
$
189,169
$
215,413
$
206,003
$
130,444
$
79,622
$
$
1,898
$
$
$
23
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Overview:
a summary of Intevacs
business, measurements and opportunities.
Results of Operations:
a discussion of
operating results.
Liquidity and Capital Resources:
an analysis
of cash flows, sources and uses of cash, contractual obligations
and financial position.
Critical Accounting Policies:
a discussion of
critical accounting policies that require the exercise of
judgments and estimates.
% Change
% Change
2008
2007
2006
2008 vs. 2007
2007 vs. 2006
(In thousands, except percentages and per share amounts)
$
110,307
$
215,834
$
259,875
(48.9
)%
(16.9
)%
43,339
96,043
100,959
(54.9
)%
(4.9
)%
39.3
%
44.5
%
38.8
%
(5.2
)%
5.7
%
(15,345
)
27,345
46,698
(156.1
)%
(41.4
)%
$
(0.71
)
$
1.23
$
2.13
(157.7
)%
(42.3
)%
24
Table of Contents
Years Ended December 31,
% Change
% Change
2008
2007
2006
2008 vs. 2007
2007 vs. 2006
(In thousands, except percentages)
$
87,469
$
196,686
$
248,482
(55.5
)%
(20.8
)%
22,838
19,148
11,393
19.3
%
68.1
%
$
110,307
$
215,834
$
259,875
(48.9
)%
(16.9
)%
25
Table of Contents
Years Ended December 31,
% Change
% Change
2008
2007
2006
2008 vs. 2007
2007 vs. 2006
(In thousands, except percentages)
$
35,797
$
87,885
$
97,161
(59.3
)%
(9.5
)%
40.9
%
44.7
%
39.1
%
$
7,542
$
8,158
$
3,798
(7.6
)%
114.8
%
33.0
%
42.6
%
33.3
%
$
43,339
$
96,043
$
100,959
(54.9
)%
(4.9
)%
39.3
%
44.5
%
38.8
%
26
Table of Contents
Years Ended December 31,
% Change
% Change
2008
2007
2006
2008 vs. 2007
2007 vs. 2006
(In thousands, except percentages)
$
35,083
$
40,137
$
30,036
(12.6
)%
33.6
%
31.8
%
18.6
%
11.6
%
Years Ended December 31,
%Change
% Change
2008
2007
2006
2008 vs. 2007
2007 vs. 2006
(In thousands, except percentages)
$
28,229
$
28,470
$
22,924
(0.9
)%
24.2
%
25.6
%
13.2
%
8.8
%
27
Table of Contents
Years Ended December 31,
% Change
% Change
2008
2007
2006
2008 vs. 2007
2007 vs. 2006
(In thousands, except percentages)
$
3,932
$
8,142
$
3,778
(51.7
)%
115.5
%
28
Table of Contents
Years Ended December 31,
% Change
% Change
2008
2007
2006
2008 vs. 2007
2007 vs. 2006
(In thousands, except percentages)
$
(11,194
)
$
8,233
$
5,079
(236.0
)%
62.1
%
29
Table of Contents
30
Table of Contents
December 31,
December 31,
2008
2007
(In thousands)
$
39,201
$
27,673
110,985
66,328
2,009
$
105,529
$
140,667
31
Table of Contents
32
Table of Contents
Payments Due by Period
Total
< 1 Year
1-3 Years
3-5 Years
> 5 Years
(In thousands)
$
8,187
$
2,623
$
5,460
$
104
$
5,502
5,502
2,000
2,000
509
509
$
16,198
$
10,634
$
5,460
$
104
$
1
Purchase obligations include agreements to purchase goods or
services that are enforceable and legally binding on Intevac and
that specify all significant terms, including fixed or minimum
quantities to be purchased; fixed, minimum or variable price
provisions; and the approximate timing of the transaction.
Purchase obligations exclude agreements that are cancelable
without penalty. These purchase obligations are related
principally to inventory and other items.
2
Amounts represent total anticipated cash payments, including
anticipated interest payments that are not recorded on the
consolidated balance sheets and the short-term portion of the
obligation.
3
Intevac is unable to reliably estimate the timing of future
payments related to uncertain tax positions; therefore, $540,000
of income taxes payable has been excluded from the table above.
4
Total excludes contractual obligations already recorded on the
consolidated balance sheet as current liabilities (except for
the short-term portion of the long-term debt and other long-term
liabilities) and certain purchase obligations.
33
Table of Contents
34
Table of Contents
35
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
Fair
2009
2010
2011
Beyond
Total
Value
(In thousands, except percentages)
$
15,000
$
15,000
$
15,000
0.28
%
$
6,786
$
6,786
$
6,786
0.95
%
$
74,400
$
74,400
$
66,328
2.33
%
$
21,786
$
74,400
$
96,186
$
88,114
36
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
Page
38
39
40
41
42
43
37
Table of Contents
38
Table of Contents
December 31,
2008
2007
(In thousands)
$
39,201
$
27,673
110,985
15,014
14,142
17,674
22,133
4,806
4,162
3,204
3,609
79,899
182,704
14,886
15,402
66,328
2,009
7,905
7,905
4,054
1,782
16,097
5,611
$
189,169
$
215,413
LIABILITIES AND STOCKHOLDERS EQUITY
$
2,000
$
1,992
4,214
7,678
3,395
8,610
3,175
4,163
2,807
5,631
15,591
28,074
509
278
1,898
22
22
128,686
120,022
(4,808
)
605
49,169
64,514
173,069
185,163
$
189,169
$
215,413
39
Table of Contents
Years Ended December 31,
2008
2007
2006
(In thousands, except per share amounts)
$
95,962
$
202,292
$
250,158
14,345
13,542
9,717
110,307
215,834
259,875
58,503
112,376
152,814
8,465
7,415
6,102
66,968
119,791
158,916
43,339
96,043
100,959
35,083
40,137
30,036
28,229
28,470
22,924
10,498
73,810
68,607
52,960
(30,471
)
27,436
47,999
3,968
6,544
3,501
(36
)
1,598
277
(26,539
)
35,578
51,777
(11,194
)
8,233
5,079
$
(15,345
)
$
27,345
$
46,698
$
(0.71
)
$
1.28
$
2.22
21,724
21,447
21,015
$
(0.71
)
$
1.23
$
2.13
21,724
22,150
21,936
40
Table of Contents
Accumulated
Retained
Additional
Other
Earnings
Total
Common Stock
Paid-In
Comprehensive
(Accumulated
Stockholders
Shares
Amount
Capital
Income (Loss)
Deficit)
Equity
(In thousands)
20,669
$
95,978
$
1,187
$
238
$
(9,529
)
$
87,874
360
2,666
2,666
159
824
824
2,707
2,707
3,425
3,425
46,698
46,698
116
116
46,814
21,188
$
99,468
$
7,319
$
354
$
37,169
$
144,310
313
2,141
353
2,494
90
671
704
1,375
(102,258
)
102,258
3,009
3,009
6,379
6,379
27,345
27,345
251
251
27,596
21,591
$
22
$
120,022
$
605
$
64,514
$
185,163
48
322
322
166
1,516
1,516
327
327
6,499
6,499
(15,345
)
(15,345
)
(5,247
)
(5,247
)
(166
)
(166
)
(20,758
)
21,805
$
22
$
128,686
$
(4,808
)
$
49,169
$
173,069
41
Table of Contents
Years Ended December 31,
2008
2007
2006
(In thousands)
$
(15,345
)
$
27,345
$
46,698
4,709
4,203
2,846
(256
)
(175
)
(264
)
10,498
700
218
6,577
6,270
3,356
(8,002
)
(1,654
)
(4,581
)
(327
)
(3,009
)
(2,707
)
7
39
765
26,687
2,928
4,434
16,657
(12,994
)
(100
)
(2,537
)
(1,903
)
(3,468
)
(8,671
)
8,904
(5,475
)
(3,964
)
9,762
(2,911
)
(20,736
)
3,107
7,151
13,289
8,493
(8,194
)
40,634
55,191
(7,000
)
(175,624
)
(152,280
)
45,850
126,400
123,425
2,431
(15,093
)
(2,083
)
(4,782
)
(4,185
)
(5,735
)
(8,423
)
19,572
(59,393
)
(37,278
)
1,838
3,869
3,490
(2,000
)
327
3,009
2,707
165
6,878
6,197
(15
)
114
75
11,528
(11,767
)
24,185
27,673
39,440
15,255
$
39,201
$
27,673
$
39,440
$
410
$
11,644
$
5,722
(3,717
)
(259
)
$
$
3,720
$
42
Table of Contents
1.
Summary
of Significant Accounting Policies
43
Table of Contents
44
Table of Contents
45
Table of Contents
December 31,
2008
2007
(In thousands)
$
(5,247
)
$
439
605
$
(4,808
)
$
605
46
Table of Contents
47
Table of Contents
2.
Equity-Based
Compensation
48
Table of Contents
2008
2007
2006
$
5,252
$
5,517
$
2,803
1,247
864
622
78
(111
)
(69
)
6,577
6,270
3,356
(1,785
)
(1,882
)
(784
)
$
4,792
$
4,388
$
2,572
2008
2007
2006
65.60
%
66.67
%
74.44
%
2.87
%
4.05
%
4.68
%
4.47
4.49
4.71
None
None
None
49
Table of Contents
2008
2007
2006
62.65
%
63.15
%
59.25
%
1.68
%
3.94
%
4.67
%
1.87
1.97
1.92
None
None
None
Weighted
Weighted
Average
Average
Remaining
Aggregate
Exercise
Contractual
Intrinsic
Shares
Price
Term (years)
Value
2,587,854
$
13.37
7.64
$
8,004,456
697,300
$
11.40
(311,339
)
$
15.08
(47,404
)
$
6.80
2,926,411
$
12.83
7.13
$
683,649
2,719,975
$
12.74
7.00
$
680,393
1,232,874
$
11.64
5.46
$
667,879
50
Table of Contents
Options Outstanding
Weighted
Average
Options Exercisable
Number of
Remaining
Weighted
Number
Weighted
Shares
Contractual
Average
Vested and
Average
Outstanding
Term (In Years)
Exercise Price
Exercisable
Exercise Price
313,144
3.50
$
2.98
313,144
$
2.98
330,175
5.98
$
6.94
109,275
$
6.34
249,665
5.02
$
9.32
160,565
$
9.93
840,863
8.88
$
12.33
130,051
$
13.24
144,375
6.54
$
15.80
77,625
$
15.80
638,064
7.85
$
16.12
247,839
$
16.13
241,500
7.75
$
19.71
126,000
$
19.68
168,625
7.49
$
25.45
68,375
$
24.87
2,926,411
7.13
$
12.83
1,232,874
$
11.64
3.
Earnings
Per Share
2008
2007
2006
(In thousands)
$
(15,345
)
$
27,345
$
46,698
21,724
21,447
21,015
703
921
703
921
21,724
22,150
21,936
(1)
Potentially dilutive securities, consisting of shares issuable
upon exercise of employee stock options, are excluded from the
calculation of diluted EPS if their effect would be
anti-dilutive. The weighted average number of employee stock
options excluded from the twelve-month periods ended
December 31, 2008, 2007, and 2006 was 2,760,874, 784,684,
and 426,606 respectively.
51
Table of Contents
4.
Concentrations
5.
Balance
Sheet Details
December 31,
2008
2007
(In thousands)
$
10,470
$
13,666
4,932
6,191
2,272
2,276
$
17,674
$
22,133
52
Table of Contents
December 31,
2008
2007
(In thousands)
$
13,834
$
12,631
28,263
27,185
42,097
39,816
27,211
24,414
$
14,886
$
15,402
December 31,
2008
2007
(In thousands)
$
1,286
$
2,814
588
250
517
90
421
185
363
824
$
3,175
$
4,163
6.
Goodwill
and Purchased Intangible Assets, Net
Intevac
Equipment
Photonics
Total
(In thousands)
$
$
$
7,905
7,905
7,905
7,905
9,768
9,768
(9,689
)
(9,689
)
(79
)
(79
)
$
$
7,905
$
7,905
53
Table of Contents
December 31, 2008
December 31, 2007
Gross
Net
Gross
Carrying
Accumulated
Carrying
Carrying
Accumulated
Net Carrying
Amount
Amortization
Amount
Amount
Amortization
Amount
(In thousands)
$
3,152
$
282
$
2,870
$
620
$
35
$
585
1,136
101
1,035
890
15
875
140
111
29
140
48
92
199
199
230
120
110
4,627
693
3,934
1,880
218
1,662
120
120
120
120
$
4,747
$
693
$
4,054
$
2,000
$
218
$
1,782
7.
Business
Combinations
54
Table of Contents
8.
Financial
Instruments
55
Table of Contents
December 31,
December 31,
2008
2007
(In thousands)
$
$
29,744
66,328
81,450
1,800
$
66,328
$
112,994
$
$
110,985
66,328
2,009
$
66,328
$
112,994
$
66,328
$
113,029
56
Table of Contents
$
81,450
(8,072
)
(7,050
)
$
66,328
$
(8,072
)
9.
Equity
Investment
10.
Borrowing
Facility
57
Table of Contents
11.
Income
Taxes
Years Ended December 31,
2008
2007
2006
$
(3,498
)
$
9,534
$
9,479
(7,442
)
(1,507
)
(3,750
)
(10,940
)
8,027
5,729
3
3
2
(560
)
(147
)
(831
)
(557
)
(144
)
(829
)
303
350
179
$
(11,194
)
$
8,233
$
5,079
Years Ended December 31,
2008
2007
2006
$
(28,886
)
$
32,066
$
51,004
2,347
3,512
773
$
(26,539
)
$
35,578
$
51,777
42.2
%
23.1
%
9.8
%
58
Table of Contents
December 31,
2008
2007
$
742
$
1,142
3,806
186
3,254
3,217
(264
)
99
4,935
3,003
9,320
2,472
2,825
(552
)
(47
)
24,066
10,072
(6,097
)
(2,723
)
$
17,969
$
7,349
$
3,696
$
4,133
(492
)
(524
)
3,204
3,609
20,370
5,939
(5,605
)
(2,199
)
14,765
3,740
$
17,969
$
7,349
59
Table of Contents
Years Ended December 31,
2008
2007
2006
$
(9,289
)
$
12,452
$
18,122
(312
)
27
(539
)
(518
)
(879
)
(93
)
(1,100
)
(1,800
)
(2,128
)
(36
)
(1,699
)
(38
)
1,943
140
400
(121
)
(12,188
)
(79
)
(147
)
$
(11,194
)
$
8,233
$
5,079
60
Table of Contents
(In thousands):
$
400
140
$
540
12.
Employee
Benefit Plans
13.
Commitments
and Contingencies
61
Table of Contents
62
Table of Contents
2008
2007
(In thousands)
$
3,092
$
5,283
(2,997
)
(4,158
)
1,450
2,137
150
(170
)
$
1,695
$
3,092
December 31,
2008
2007
(In thousands)
$
1,286
$
2,814
409
278
$
1,695
$
3,092
14.
Segment
and Geographic Information
63
Table of Contents
2008
2007
2006
(In thousands)
$
87,469
$
196,686
$
248,482
22,838
19,148
11,393
$
110,307
$
215,834
$
259,875
2008
2007
2006
(In thousands)
$
(9,924
)
$
32,903
$
52,223
(6,674
)
(2,919
)
(4,826
)
(16,598
)
29,984
47,397
(3,375
)
(2,548
)
602
(10,498
)
(30,471
)
27,436
47,999
3,968
6,544
3,501
(36
)
1,598
277
$
(26,539
)
$
35,578
$
51,777
64
Table of Contents
2008
2007
2006
(In thousands)
$
2,851
$
2,228
$
1,120
1,384
1,492
1,217
4,235
3,720
2,337
1,174
701
509
$
5,409
$
4,421
$
2,846
2008
2007
2006
(In thousands)
$
1,588
$
2,816
$
5,702
1,743
858
979
3,331
3,674
6,681
854
2,061
1,742
$
4,185
$
5,735
$
8,423
2008
2007
(In thousands)
$
33,132
$
31,814
23,839
25,609
56,971
57,423
105,529
140,667
17,969
7,349
3,753
4,162
3,643
3,964
1,304
1,848
$
189,169
$
215,413
65
Table of Contents
2008
2007
2006
(In thousands)
$
33,806
$
38,801
$
26,473
75,102
175,907
233,158
1,321
1,083
244
78
43
$
110,307
$
215,834
$
259,875
(*)
Revenues are attributable to the geographic area in which
Intevacs customers are located. Net trade revenues in Asia
includes shipments to Singapore, China, Japan and Malaysia.
2008
2007
(In thousands)
$
14,016
$
14,368
870
1,034
$
14,886
$
15,402
15.
Quarterly
Consolidated Results of Operations (Unaudited)
Three Months Ended
March 29,
June 28,
Sept. 27,
Dec. 31,
2008
2008
2008
2008
(In thousands, except per share data)
$
33,175
$
32,132
$
28,560
$
16,440
15,311
13,133
9,085
5,810
1,563
(937
)
(3,353
)
(12,618
)
$
0.07
$
(0.04
)
$
(0.15
)
$
(0.58
)
0.07
(0.04
)
(0.15
)
(0.58
)
Three Months Ended
March 31,
June 30,
Sept. 29,
Dec. 31,
2007
2007
2007
2007
(In thousands, except per share data)
$
76,374
$
72,105
$
50,604
$
16,751
32,782
30,827
24,615
7,819
9,845
11,552
8,364
(2,416
)
$
0.46
$
0.54
$
0.39
$
(0.11
)
0.44
0.52
0.38
(0.11
)
66
Table of Contents
Item 9.
Changes
In and Disagreements With Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
67
Table of Contents
68
Table of Contents
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
(a)
(c)
Number of Securities
(b)
Number of Securities
to be Issued Upon
Weighted-Average
Remaining Available
Exercise of
Exercise Price of
for Future Issuance
Outstanding Options,
Outstanding Options,
Under Equity
Warrants and Rights
Warrants and Rights
Compensation Plans
(1)
2,926,411
$
7.13
886,218
2,926,411
$
7.13
886,218
(1)
Excludes securities reflected in column (a).
(2)
Included in the column (c) amount are 132,326 shares
available for future issuance under Intevacs 2003 Employee
Stock Purchase Plan.
69
Table of Contents
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accountant Fees and Services
Item 15.
Exhibits
and Financial Statement Schedules
Exhibit
3
.1
(1)
Certificate of Incorporation of the Registrant
3
.2
(2)
Bylaws of the Registrant, as amended
10
.1+
(3)
The Registrants 1995 Stock Option/Stock Issuance Plan, as
amended
10
.2+
(4)
The Registrants 2003 Employee Stock Purchase Plan, as
amended
10
.3+
(5)
The Registrants 2004 Equity Incentive Plan, as amended
10
.4
(6)
Lease, dated February 5, 2001 regarding the space located
at 3510, 3544, 3560, 3570 and 3580 Bassett Street,
Santa Clara, California, including the First through Sixth
Amendments
10
.6+
(3)
The Registrants 401(k) Profit Sharing Plan
10
.8
(7)
Loan Facility with Citigroup Global Markets, Inc.
10
.9
Director and Officer Indemnification Agreement
10
.11+
The Registrants Executive Incentive Plan
10
.12+
Employment Agreement of Kevin Fairbairn dated January 24,
2002, as amended
21
.1
Subsidiaries of the Registrant
23
.1
Consent of Independent Registered Public Accounting Firm
23
.2
Consent of Independent Valuation Firm
24
.1
Power of Attorney (see page 74)
31
.1
Certification of President and Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
70
Table of Contents
Exhibit
31
.2
Certification of Vice-President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32
.1
Certifications Pursuant to U.S.C. 1350, adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(1)
Previously filed as an exhibit to the Companys Report on
Form 8-K
filed July 23, 2007
(2)
Previously filed as an exhibit to the Companys Report on
Form 8-K
filed November 19, 2008
(3)
Previously filed as an exhibit to the Registration Statement on
Form S-1
(No. 33-97806)
(4)
Previously filed as an exhibit to the Companys Definitive
Proxy Statements filed March 25, 2003
(5)
Previously filed as an exhibit to the Companys Report on
Form 8-K
filed May 20, 2008
(6)
Previously filed as an exhibit to the Companys
Form 10-K
filed March 16, 2007
(7)
Previously filed as an exhibit to the Companys Report on
Form 8-K
filed March 6, 2008
+
Management compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 15(c) of
Form 10-K
Table of Contents
By:
President, Chief Executive Officer and Director (Principal
Executive Officer)
March 4, 2009
Chairman of the Board
March 4, 2009
Vice President, Finance and Administration, Chief Financial
Officer Treasurer and Secretary (Principal Financial and
Accounting Officer)
March 4, 2009
Director
March 4, 2009
Director
March 4, 2009
Director
March 4, 2009
Director
March 4, 2009
72
Table of Contents
Additions (Reductions)
Balance at
Charged (Credited)
Charged (Credited)
Balance at
Beginning
to Costs and
to Other
Deductions -
End
of Period
Expenses
Accounts
Describe
of Period
(In thousands)
$
154
$
(14
)
$
3
$
$
143
10,988
1,527
(32
)
3,355
(2)
9,128
$
143
$
(84
)
$
$
2
(1)
$
57
9,128
862
155
2,395
(2)
7,750
$
57
$
93
$
$
5
(1)
$
145
7,750
2,001
711
1,404
(2)
9,058
(1)
Write-offs of amounts deemed uncollectible.
(2)
Write-off of inventory having no future use or value to the
Company.
73
1. | Each Participants performance relative to a predetermined set of objectives (MBO Performance Factor) | ||
2. | The size of the Bonus Pool relative to anticipated bonus payments (The Bonus Pool Factor) |
Page 2
Page 3
Sincerely,
|
||||
/s/ NORMAN H. POND | ||||
Norman H. Pond | ||||
Chairman of the Board | ||||
ACCEPTED AND AGREED TO:
|
||
|
||
/s/ KEVIN FAIRBAIRN
|
||
November 12, 2008
|
January 24, 2002
Mr. Kevin Fairbairn
Dear Kevin
On behalf of Intevac (the Company), I am pleased to offer you the position of President and Chief Executive Officer of the Company. Speaking for myself, as well as the other members of the Companys Board of Directors, we are all very impressed with you and your credentials and we look forward to your future success in this position.
The terms of your new position with the Company are set forth below:
You will become the President and Chief Executive of the Company. As President and Chief Executive Office, you will have responsibility for the general management of the Companys business and you will report to the Board of Directors.
You will be paid a monthly base salary of $20,417, which is equivalent to $245,000 on an annualized basis. Your salary will be payable pursuant to the Companys regular payroll policy. You will be eligible for an annual performance bonus of up to 200% of annual salary predicated upon achieving specific goals and objectives. At the Companys election the bonus paid above 50% of salary may be paid in cash or stock. The details of this bonus plan will be worked out jointly between you and the Board and agreed to annually within sixty (60) days after approval of the years annual operating plan. For the year 2002 the understanding is that a bonus of 50% will be awarded at end of 2002 provided the company performance is reasonably good with details to be agreed by 4/1/02.
In addition, upon becoming an employee of the Company, I will recommend that the Board of Directors grant you an option to purchase an aggregate of 250,000 shares Intevacs common stock at an exercise price equal to the fair market value of the Common Stock on the date of the grant, as determined by the Board of Directors. These option shares will vest at the rate of 1/5 th of the total number of shares on the first anniversary of your date of employment, and an additional 1/60 th of the total number of shares at the end of each one-month period thereafter.
In the event of a Change of Control after which Intevac stock would not exist (such as purchase of the Company for cash) all options in this grant that have not vested will immediately vest and be exercised.
In the event of a Change of Control after which Intevac stock survives the employee may elect to retain the unvested options or to accelerate vesting with conditions like those in the purchase of the Company for cash situation.
In the event of a Change of Control after which stock in the acquiring company is exchanged for Intevac stock and the acquiring company offers to provide an option in a different stock of equivalent economic value the employee may elect to accept the new stock options or accelerate vesting with conditions like those in the purchase the Company for cash situation
Change of Control means a merger or acquisition of the Company in a transaction pursuant to which the shareholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the surviving entity in such transaction, or sale of all or substantially all of the assets of the Company.
In the event of the involuntary termination of your position as President and Chief Executive Officer for any reason not involving good cause, conditioned upon your execution of a wavier and release of claims that is acceptable to the Company, the Company will continue to pay your base salary for twelve (12) months following such termination.
In the event of change of control where the buyer decides to not continue your position, the Company will continue to pay you an amount equal to your base salary for twelve (12) months in one lump sum. In the event the buyer requests that you continue as CEO or equivalent position a contract will be established with the buyer requiring them to pay you an amount equal to twice (2 times) your annual salary after 12 months employment.
You will be eligible to participate in the Companys standard benefits program, details of which will be sent under separate cover.
This offer of employment is contingent upon (1) your signing the Companys Employee Proprietary Information Agreement, and (2) your providing proof of your eligibility to work in the U.S.
Your employment with the Company will be on an at will basis, meaning that either you or the Company may terminate your employment at any time for any reason or no reason.
Kevin, we are all delighted to be able to extend you this offer and look forward to working with you.
To indicate your acceptance of the Companys offer, please sign and date this letter in the space provided below and return it to me.
Sincerely,
/s/ Norman H. Pond
Norman H. Pond
Chairman
Accepted and Agreed:
Signature: /s/ Kevin Fairbairn
Start Date: January 24, 2002
|
1. | Intevac Photonics, Inc. | ||||
|
||||||
|
2. | Lotus Technologies, Inc. Santa Clara, California | ||||
|
||||||
|
3. | IRPC, Inc. Santa Clara, California | ||||
|
||||||
|
4. | Intevac Foreign Sales Corporation Barbados | ||||
|
||||||
|
5. | Intevac Asia Private Limited Singapore | ||||
|
||||||
|
6. | Intevac Malaysia Sdn Bhd Malaysia | ||||
|
||||||
|
7. | Intevac Limited Hong Kong | ||||
|
||||||
|
8. | Intevac (Shenzhen) Co. Ltd China | ||||
|
||||||
|
9. | IVAC Co. Ltd Korea | ||||
|
||||||
|
10. | Intevac Japan Kabushiki Kaisha (KK) Japan |
/s/ Houlihan Smith & Company, Inc.
|
||
|
||
Chicago, Illinois
March 4, 2009 |
1. | I have reviewed this Annual Report on Form 10-K of Intevac, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
2. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
/s/ KEVIN FAIRBAIRN | ||||
Kevin Fairbairn | ||||
President, Chief Executive Officer and Director | ||||
1. | I have reviewed this Annual Report on Form 10-K of Intevac, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
|
/s/ JEFFREY ANDRESON
|
|||
|
Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary |
By: | /s/ KEVIN FAIRBAIRN | |||
Name: | Kevin Fairbairn | |||
Title: | President, Chief Executive Officer and Director | |||
By: | /s/ JEFFREY ANDRESON | |||
Name: | Jeffrey Andreson | |||
Title: | Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary | |||