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This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. Other
Directors
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
Table of Contents
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.
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