Electroglas, Inc 2008 Annual Report
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Electroglas, Inc 5729 Fontanoso Way San Jose, California 95138 www.electroglas.com (408) 528-3000 2008 Annual Report Notice of 2008 Annual Meeting of Stockholders and Proxy Statement Report on Form 10-K September 10, 2008 Dear Electroglas Stockholder, Despite economic conditions that resulted in a significant contraction of the prober market, fiscal year 2008 was a year of excellent strategic accomplishments for Electroglas. Our strategy has been based on three key elements: Position the EG6000 as the technology leading prober with our customers and place units in major customers to prepare for the market turnaround. Restructure Electroglas as a virtual company where we put the majority of our resources on differentiating the performance of the EG6000. Leverage our precision motion control technology in new markets and applications. We have made great progress on all three elements. By the end of FY'08 we had recognized EG6000 revenue at 25 customers at 34 sites in 9 countries. We now have 33 active accounts. We have successfully pursued fabless design companies who have great influence over the foundries and OSATS. We are now a 300mm prober supplier to the two largest fabless suppliers. Our indirect distribution strategy in Taiwan is paying off. We are now actively engaged with the world’s largest foundry. We are changing the game and changing it in our favor. We continue to be the technology leader in the prober market. During this past year both of our competitors introduced the second generation 300mm probers. Not only did they not leapfrog us, they did not even catch up. In the meantime we are not resting. Over the course of this year we improved our index speed by 30%, we improved our disturbance rejection ability, and we improved our probe to pad alignment. We own over 30 patents, including five granted in fiscal year 2008 and currently have three filed and pending. These fiscal year 2008 patents include: Active Vibration control (AVC), Dual Loop Controls for improved z accuracy, and MicroTouch – all key technologies in our EG6000 prober. Our restructuring efforts have changed the economics of the company. Consider the following table: FY'07 Today Operating Expenses $7.0M /Q $4.6M/Q Manufacturing Overhead $1.1M/Q $ 0.7/Q Inventory $12M $5.5M This restructuring has lowered the breakeven point of Electroglas from $20M per quarter to approximately $12M per quarter. With this work behind us we have improved our ability to withstand the protracted slowdown which currently characterized our industry. During FY'08 we began to pursue a new opportunity to leverage the patented technologies and value added capabilities of the EG6000. We believe that the EG6000 is the finest precision motion control system available. As we saw the EG6000 delivering impressive results in evaluation after evaluation it became clear that our architecture and control systems could move an object, in our case a wafer, in multiple dimensions at multiple angles and at incredible speeds with unbelievable accuracy. As we analyzed this it became obvious that we had an exceptional opportunity to leverage our platform into applications beyond wafer probe. We also knew that we did not have any expertise in these potential applications and had no desire to spend money on these. Having established a virtual company philosophy over the past year the approach for us was clear. We would find partners with specific process expertise who require a precision motion control platform for their solutions. During the past year we have found multiple partners who have bought the EG6000 for use in a variety of applications including precision assembly, machining, printing and inspection applications. During the last 6 months of FY'08 this new business resulted in 20% of our bookings. In the coming years we see this as the means to dramatically increase the volume of standard EG6000s we sell without increasing our marketing, sales or R&D expenses. It has been disappointing to see the recent slowdown of the prober market. We estimate that worldwide sales of probers have dropped over 50% from FY'07 to FY'08. We expect this downturn to last through the end of calendar year '08. Nevertheless we remain optimistic. We know that the semiconductor capital equipment markets are cyclical. We know that better times will follow. We are now well structured to withstand the downturn. We also know that you gain market position during the downturn and you reap the reward of the downturn activity during the upturn which is sure to follow. I am optimistic about the position we have achieved during the last 18 months at some of the worlds biggest and most important accounts. I am optimistic that as these accounts return to the market for more prober capacity we will be a player in these deals and we will increase our market share. I am optimistic about our product and technology and the differentiated advantages it gives us and the value it brings to our customers. I am optimistic about the virtual model we have employed which allows us to successfully compete against much larger companies. And finally, I am optimistic about out people and the talent they bring to Electroglas every day. They are skillful, determined, and competitive. They have exhibited the perseverance required to succeed in this business and I am optimistic that we will succeed. Thank you. Very truly yours, Thomas M. Rohrs Chairman of the Board Chief Executive Officer September 10, 2008 Dear Electroglas Stockholder, I am pleased to invite you to the Annual Meeting of Stockholders of Electroglas, Inc. to be held on Wednesday, October 15, 2008 at 10:00 a.m., Pacific Daylight Time, at our corporate headquarters at 5729 Fontanoso Way, San Jose, California 95138 (the “Annual Meeting”). This year we are seeking (a) the election of two Class III directors, (b) the ratification of the selection of our independent registered public accounting firm and (c) to transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. We encourage you to conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up for electronic delivery of our stockholder communications. For more information, see “Electronic Delivery of Our Stockholder Communications” in the proxy statement. Whether or not you plan to attend the Annual Meeting, please sign and return the enclosed proxy card to ensure your representation at the Annual Meeting. On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in and the support of our Company. We look forward to seeing you at the Annual Meeting. Very truly yours, Thomas M. Rohrs Chairman of the Board Chief Executive Officer ELECTROGLAS, INC. ________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held October 15, 2008 10:00 a.m Pacific Daylight Time ________________ To the Stockholders of Electroglas, Inc.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Electroglas, Inc., a Delaware corporation (the “Company”), will be held at the Company’s corporate headquarters at 5729 Fontanoso Way, San Jose, California 95138, on Wednesday, October 15, 2008 at 10:00 a.m., Pacific Daylight Time, for the following purposes: 1. ELECTION OF DIRECTORS. To elect two Class III directors of the Company to serve until the 2011 annual meeting of stockholders or until a successor is duly elected and qualified. 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To ratify the appointment of BDO Seidman, LLP as the independent registered public accounting firm for the Company for the year ending May 31, 2009. 3. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. The foregoing items of business are more fully described in the Proxy Statement which is attached hereto and made a part hereof. The Board of Directors has fixed the close of business on August 18, 2008, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Whether or not you plan to attend the Annual Meeting, please submit your proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. You may submit your proxy (1) over the Internet at www.proxyvote.com, (2) by telephone (800-690-6903), or (3) by signing, dating and returning the enclosed proxy card promptly in the accompanying envelope. If you submit your proxy and then decide to attend the Annual Meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on October 15, 2008. The proxy statement is available at www.proxyvote.com By Order of the Board of Directors, Thomas E. Brunton Secretary San Jose, California September 10, 2008 ELECTROGLAS, INC. 5729 Fontanoso Way San Jose, California 95138 ________________ PROXY STATEMENT ________________ General Information This Proxy Statement is furnished to stockholders of Electroglas, Inc., a Delaware corporation (the “Company”), in connection with the solicitation by the Board of Directors (the “Board”) of the Company of proxies in the accompanying form for use in voting at the annual meeting of stockholders of the Company (the “Annual Meeting”) to be held on Wednesday, October 15, 2008, at 10:00 a.m., Pacific Daylight Time, at the Company’s headquarters at 5729 Fontanoso Way, San Jose, California 95138, and any adjournment or postponement thereof.