This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006.
Mark C. Demetree
Director since 2005
Mr. Demetree, 49, is Chairman and CEO of British Salt Holdings, LLC, a producer of inorganic chemicals. From 1993 to 1997, Mr. Demetree was President of North American Salt Company, a subsidiary of Compass Minerals Group, Inc. From 1983 to 1987, Mr. Demetree was president of Demetree Brothers, Inc., an investment group involved in real estate investment, venture capital investments and corporate acquisitions. Mr. Demetree is non-executive Chairman of the Board of Directors of Texas Petrochemical, Inc. and is a director of American Italian Pasta Company, where he is a member of the Compensation Committee. Mr. Demetree is also a director and non-executive Chairman of the Board of Directors of Pinnacle Properties Holdings. Mr. Demetree is a member of the Nominating and Corporate Governance Committee.
Phillip M. Martineau
Director since 2004
Mr. Martineau, 57, currently serves as President and Chief Executive Officer and Chairman of the Board of Pittsburgh Corning Corporation and Pittsburgh Corning Europe. Mr. Martineau previously served as President and CEO of High Voltage Engineering Corporation from December 2004 through February 2005, during which time that company filed for reorganization under Chapter 11 of the Bankruptcy Code. Prior to that, Mr. Martineau was Executive Vice President and Group President for HNI Corporation from 2000 to 2003. From 1996 through 1999, Mr. Martineau was CEO and President of ITW-Arcsmith. Mr. Martineau was President of Ansell Industrial from 1994 to 1996, and CFO and Vice President for GNB Technologies from 1988 to 1994. Mr. Martineau is a member of the board of directors of the Experimental Aviation Association. Mr. Martineau is a member of our Audit and Nominating and Corporate Governance Committees.
Messrs. Demetree and Martineau have informed us that they will not be standing for re-election to our Board of Directors.
The Standby Purchase Agreement described in Proposal 2 below includes a closing condition pursuant to which we are required to appoint two nominees of Tontine Capital Partners, L.P. (Tontine) who are reasonably acceptable to our Board of Directors. Tontine has not yet proposed such nominees.
$3.50 PER SHARE, (II) THE SALE OF ANY COMMON STOCK NOT SUBSCRIBED FOR IN THE RIGHTS OFFERING TO THE STANDBY PURCHASERS AND ADDITIONAL STANDBY PURCHASER AND THE SALE OF ANOTHER 14,285,714 SHARES FOR $50,000,000 TO THE STANDBY PURCHASERS AT $3.50 PER SHARE AND (III) THE RELATED STANDBY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT AND OTHER TRANSACTIONS CONTEMPLATED THEREBY
Due in part to increased lead prices and other costs, our liquidity has been significantly constrained. Although we have developed an operational plan to address this, the Board of Directors feels that it is prudent to increase our liquidity through additional means. After considering alternatives such as selling our Industrial Energy Europe and Rest of World division, the Board of Directors concluded that raising additional equity capital is the best course available. Our Board of Directors intends to distribute rights (the Rights Offering) to all of our stockholders of record as of the record date of the Rights Offering permitting them to purchase 21,428,571 shares of new common stock in the aggregate on that date for $3.50 per share (the Subscription Price), for total proceeds before fees and expenses of $75,000,000. Tontine and Legg Mason Investment Trust, Inc. (Legg Mason) have agreed to act as Standby Purchasers and Arklow Capital, LLC (Arklow) has agreed to act as an Additional Standby Purchaser under a Standby Purchase Agreement (the Standby Agreement), to purchase any shares not subscribed for in the Rights Offering and the Standby Purchasers have further agreed to purchase another 14,285,714 shares under the Standby Agreement for $50,000,000. The
matters described above as Proposal 2 are referred to collectively as the Share Transaction in this proxy statement and are all conditioned on approval by our shareholders at the annual meeting. Because we do not currently have enough shares of common stock authorized in our Certificate of Incorporation, we cannot proceed with the Share Transaction unless our shareholders also approve of Proposal 3 below, the amendment of our Certificate of Incorporation.
The Board of Directors considered the potential dilution of the ownership percentage of our current holders of common stock that could be caused by the issuance of additional shares of common stock pursuant to the Share Transaction. While the ownership percentage of current shareholders will decrease, the Board of Directors considered that the magnitude of this dilution would be partially dependent upon the decision of each holder of common stock whether to subscribe for additional shares in the Rights Offering. In addition, the Board of Directors considered that the Share Transaction would only occur if our shareholders approved the proposed transaction. After weighing these factors and the effect of the Share Transaction of generating $125,000,000, before expenses, in additional capital, the Board of Directors believes that the Share Transaction is in the best interests of our company and our shareholders.