SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 240.14a-11(c) or 240.14a-12
Advanced Photonix, Inc.
___________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than 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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(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):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[ ] 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:
_______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
(3) Filing Party:
_______________________________________________________________________
(4) Date filed:
_______________________________________________________________________
Notice of Annual Meeting of Shareholders
To Be Held
August 22, 2003
To the Shareholders of Advanced Photonix, Inc.:
You are invited to attend the Annual Meeting of Shareholders (the "Annual
Meeting") of Advanced Photonix, Inc. (the "Company"), which will be held at the
Company's corporate office, 1240 Avenida Acaso, Camarillo, California, at 10:00
a.m., Pacific time, on August 22, 2003, to consider the following matter:
(1) The election of four Directors to hold office until the next Annual Meeting
of Shareholders and until their respective successors are duly elected and
qualified. The persons nominated by the Board of Directors (Richard D.
Kurtz, M. Scott Farese, Ward Harper, and Stephen P. Soltwedel) are
described in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on June 27, 2003 as the
record date for the Annual Meeting. Only shareholders who owned the Company's
Common Stock at the close of business on June 27, 2003 will be entitled to
notice of, and to vote at, the Annual Meeting or any adjournments or
postponements thereof. Shares can be voted at the Annual Meeting only if the
holder is present or represented by proxy.
The accompanying form of proxy is solicited by the Board of Directors of the
Company. Reference is made to the attached Proxy Statement for further
information with respect to the business to be transacted at the Annual Meeting.
A complete list of Shareholders entitled to vote at the Annual Meeting shall be
open to the examination of any stockholder, for any purpose relevant to the
Annual Meeting, during ordinary business hours, for a period of at least 10 days
prior to the Annual Meeting, at the Company's principal office, 1240 Avenida
Acaso, Camarillo, CA 93012.
Shareholders are cordially invited to attend the Annual Meeting. Whether or not
you expect to attend the Annual Meeting in person, please complete, date and
sign the accompanying proxy card and return it without delay in the enclosed
postage prepaid envelope. Your proxy will not be used if you are present and
prefer to vote in person or if you revoke the proxy.
By Order of the Board of Directors
/s/ Susan A. Schmidt
--------------------
Susan A. Schmidt
July 25, 2003 Secretary
Proxy Statement
Annual Meeting of Shareholders
August 22, 2003
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Advanced Photonix, Inc., a Delaware corporation
(the "Company"), for use at the 2003 Annual Meeting of Shareholders of the
Company and for any adjournments or postponements thereof (the "Annual Meeting")
to be held at the Company's corporate office, 1240 Avenida Acaso, Camarillo,
California, at 10:00 a.m., Pacific time, on August 22, 2003, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. A Board
of Directors' proxy (the "Proxy") for the Annual Meeting is enclosed, by means
of which you may vote as to the proposal described in this Proxy Statement.
All Proxies that are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted in
accordance with the stockholder's instructions contained in such Proxy. In the
absence of instructions, shares represented by such Proxy will be voted FOR the
election of the four nominees to the Board of Directors. The Board of Directors
is not aware of any business to be presented at the Annual Meeting except the
matter set forth in the Notice and described in the Proxy Statement. If any
other matters come before the Annual Meeting, the persons named in the
accompanying Proxy will vote on those matters in accordance with their best
judgment. A stockholder may revoke his or her Proxy at any time before it is
exercised by filing with the Secretary of the Company at its offices at 1240
Avenida Acaso, Camarillo, CA 93012, either a written notice of revocation or a
duly executed Proxy bearing a later date, or by appearing in person at the
Annual Meeting and expressing a desire to vote his or her shares in person.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders, Proxy and 2003 Annual Report to Shareholders are being sent to
Shareholders on or about July 25, 2003.
VOTING SECURITIES
June 27, 2003 has been fixed as the record date for the determination of
Shareholders entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. As of that date, the Company had
outstanding 13,407,783 shares of Class A and Class B Common Stock, $.001 par
value. A quorum, representing a majority of the total outstanding shares, must
be established for the meeting to be held and any action to be taken. The
presence, in person or by proxy, of shareholders entitled to cast a majority of
votes will constitute a quorum for the Annual Meeting. Holders of Class A and
Class B Common Stock are entitled to one vote for each share owned. As a
plurality of votes cast is required for the election of directors, abstentions
and broker non-votes will have no effect on the outcome of the election.
Brokers holding shares for beneficial owners must vote those shares according to
the specific instructions they receive from beneficial owners. If specific
instructions are not received, brokers may vote those shares in their
discretion, depending on the type of proposal involved. The Corporation believes
that, in accordance with New York Stock Exchange rules applicable to such voting
by brokers, brokers will have discretionary authority to vote on matters
relating to the election of directors. Shares as to which brokers have not
exercised such discretionary authority or received instructions from beneficial
owners are considered "broker non-votes."
ELECTION OF DIRECTORS
A Board of four Directors of the Company is to be elected at the Annual Meeting,
each to serve, subject to the provisions of the Company's by-laws, until the
next Annual Meeting of Shareholders and until his successor is duly elected and
qualified. It is management's recommendation that the accompanying form of Proxy
be voted FOR the election as Directors of the four persons named below, all of
whom are currently Directors of the Company. The Board of Directors believes
that the nominees named below are willing to serve as Directors. However, in the
event that any of the nominees should become unable or unwilling to serve as a
Director, the Proxy will be voted for the election of such person or persons as
shall be designated by the Board of Directors. The Board of Directors does not
have a nominating committee.
The following persons are nominees for election as Directors:
Name Age Position
---- --- --------
Richard D. Kurtz 51 Chairman of the Board
M. Scott Farese 46 Director
Ward Harper 50 Director
Stephen P. Soltwedel 56 Director
Set forth below is certain information relating to the other officers of the
Company:
Name Age Position
---- --- --------
Paul D. Ludwig 40 President
Susan A. Schmidt 38 Chief Financial Officer
and Secretary
Richard D. Kurtz - Chairman of the Board and Chief Executive Officer
--------------------------------------------------------------------
Mr. Kurtz became a Director of the Company in February 2000, was elected
Chairman of the Board in July 2000, and was appointed Chief Executive Officer in
February 2003. Prior to joining Advanced Photonix, he was Director of Client
Services and Strategic Planning for Quantum Compliance Systems Inc., a privately
owned software company specializing in the development and installation of
Environmental Health and Safety Management systems. Mr. Kurtz continues as an
equity owner in Quantum and was employed there from July 2001 through February
2003. Prior to joining Quantum, Mr. Kurtz's career reflects 25 years in sales,
marketing and strategic planning for various aerospace, automotive, distribution
and medical companies. Most recently, he was Vice President of Sales and
Marketing for Filtertek Inc., an ESCO Technology company, for over 13 years.
M. Scott Farese - Director
--------------------------
Mr. Farese became a director of the Company in August 1998. He is currently a
Business Unit Director for Filtertek Inc. Mr. Farese joined Filtertek in 1991.
Filtertek, a subsidiary of ESCO Technologies, is the largest worldwide producer
of custom filtration products and fluid control devices and the world's largest
manufacturer of custom molded filter elements.
Ward Harper - Director
----------------------
Mr. Harper became a director of the Company in May 2003. He is currently an
attorney in private solo practice in Utah. Mr. Harper has been a practicing
attorney for the past 14 years before the U.S. Court and U.S. Court of Appeals,
Tenth Circuit. Prior to going into private practice, Mr. Harper was an
Attorney/Advisor for U.S. Administrative Law Judges and was also the Attorney in
charge of public benefits litigation for the Salt Lake City Office of Legal
Services Corporation.
Stephen P. Soltwedel - Director
-------------------------------
Mr. Soltwedel became a director of the Company in February 2000. Since 1972, he
has been employed by Filtertek, Inc. and is currently Vice President and Chief
Financial Officer. Prior to joining Filtertek, Mr. Soltwedel was employed by the
public accounting firm of Baillies Denson Erickson & Smith in Lake Geneva, WI.
Paul D. Ludwig - President
--------------------------
Mr. Ludwig joined the Company in August 2002 through the acquisition of Silicon
Sensors, LLC, where he was President and co-owner since 1996. Mr. Ludwig became
the Chief Operating Officer of Advanced Photonix, Inc. at the time of
acquisition and was promoted to President in February 2003. Prior to joining
Silicon Sensors, Mr. Ludwig spent 11 years at Honeywell, Inc. holding sales,
marketing and management responsibilities in their Sensing and Control group.
Susan A. Schmidt - Chief Financial Officer and Secretary
--------------------------------------------------------
Ms. Schmidt joined the Company in March 2000. From 1997 to 2000, she was
Director of Finance - Amphitheaters for SFX Entertainment, Inc. in Encino, CA.
SFX was a New York-based promoter and producer of live entertainment events.
From 1992 to 1997 she was Controller for Revchem Plastics, Inc., a privately
held distribution company serving the reinforced plastics industry, and Durall
Plastics, Inc., Revchem Plastics Inc.'s sister manufacturing company in Rialto,
CA.
Directors serve annual terms until the next annual meeting of Shareholders and
until their successors are elected and qualified. Officers serve at the pleasure
of the Board of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of a registered
class of the Company's equity securities (collectively the "Reporting Persons")
to file reports of beneficial ownership and changes in beneficial ownership of
the Company's equity securities with the Securities and Exchange Commission and
to furnish the Company with copies of these reports. Based solely on its review
of the copies of the forms received by it, the Company believes that all of its
officers and directors complied with all filing requirements applicable to them,
except with respect to the late filing of Form 3 by Paul Ludwig to report
initial ownership of securities upon being appointed Chief Operating Officer on
August 21, 2002, which was reported on September 10, 2002.
Meetings and Committees of the Board of Directors
-------------------------------------------------
The Board of Directors held seven meetings during the fiscal year ended March
30, 2003. The Board of Directors has the following standing committees:
Compensation Committee, Audit Committee and Special Committee. The Compensation
Committee was established to evaluate directors and management compensation
plans as well as the Company's stock option and incentive plans. The
Compensation Committee met once during fiscal 2003. The members of the
Compensation Committee are Mr. Farese, Mr. Harper, and Mr. Soltwedel. Mr. Kurtz
was a member of the Compensation Committee until February 2003, when he became
Chief Executive Officer of the Corporation.
The Special Committee was established during fiscal year 2002 to focus on the
Corporation's demands for governance, future development and any other duties
assigned by the Board of Directors. The Special Committee did not meet
independently during fiscal 2003; all discussions and decisions were made as
part of the regular board meetings. The members of the Special Committee are Mr.
Farese, Mr. Kurtz and Mr. Soltwedel.
The Audit Committee is comprised of three independent directors: Mr. Soltwedel,
Mr. Farese and Mr. Harper. To maintain Audit Committee independence, Mr. Kurtz,
who was a member of the Audit Committee until his appointment as Chief Executive
Officer in February 2003, was replaced by Mr. Harper in May 2003. Currently, all
members of the Audit Committee are independent directors as defined by the
listing requirements of the American Stock Exchange. The Audit Committee held
one independent meeting during the fiscal year ended March 30, 2003; all other
meetings and financial reviews were held as part of the regular board meetings.
As set forth in the Audit Committee Charter, the Audit Committee is responsible
for, among other things, (a) reviewing the professional services and
independence of the independent auditors, (b) ensuring that the scope of the
annual external audit is sufficiently comprehensive, (c) reviewing, in
consultation with the independent auditors, the plan and results of the annual
audit and the adequacy of the Company's internal control systems and (d)
reviewing the results of such audit.
Audit Committee Report
----------------------
The Audit Committee of the Company's Board of Directors is composed of three
independent Directors and operates under a written charter adopted by the Board
of Directors and the Audit Committee. The Audit Committee assists the Board,
through review and recommendation, in its oversight responsibility related to
the quality and integrity of the Company's financial information and reporting
functions, the adequacy and effectiveness of the Company's system of internal
accounting and financial controls, and the independent audit process.
The Company's Management has the primary responsibility for the quality and
integrity of the financial statements and the reporting process including the
system of internal controls. The Company's independent public accountants,
Farber & Hass LLP, are responsible for performing an audit and expressing an
opinion as to whether the Company's financial statements are fairly presented,
in all material respects, in conformity with generally accepted accounting
principles. In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements in the Annual Report on Form 10-KSB
with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards. In addition, the Audit Committee
has discussed with the independent auditors the auditors' independence from
management and the company including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
nonaudit services with the auditors' independence.
The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audit, and approves all payments to the
independent auditors for services performed. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board of Directors has
approved) that the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended March 30, 2003 for filing with the Securities
and Exchange Commission. The Audit Committee and the Board of Directors have
also recommended, subject to shareholder approval, the selection of Advanced
Photonix's independent auditors.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Stephen Soltwedel
M. Scott Farese
Ward Harper
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the Company
for services rendered to the Company's Chief Executive Officer and to each of
the other executive officers of the Company whose cash compensation exceeded
$100,000 for services rendered during the last three fiscal years.
SUMMARY COMPENSATION TABLE
Long Term Compensation
--------------------------------------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Securities
Annual Restricted Underlying LTIP All Other
Fiscal Salary Bonus Compensation Stock Awards Options Payouts Compensation
Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($)(1)
------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- ---------------
Richard D. Kurtz 2003 22,000 - 11,500 - - - 100
Chairman of the Board and 2002 n/a n/a 10,000 - 245,000 - n/a
Chief Executive Officer(2) 2001 n/a n/a 10,000 - 150,000 - n/a
------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- ---------------
Paul D. Ludwig 2003 97,000 - 4,000 - 100,000 - 7,000
President 2002 n/a n/a n/a n/a n/a n/a n/a
2001 n/a n/a n/a n/a n/a n/a n/a
------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- ---------------
Brock Koren 2003 155,000 - - - - - 86,000
President and Chief Executive 2002 175,000 - - - 100,000 - 16,300
Officer(3) 2001 175,000 - - - 50,000 - 9,400
------------------------------- ------ --------- -------- ------------ ------------- ----------- --------- ---------------
(1) Represents amounts paid by the Company on behalf of the named person in
connection with the Company's benefits plans, 401(k) Retirement Plan,
vacation pay and car allowance.
(2) Mr. Kurtz was appointed to the office of Chief Executive Officer in February
2003, following the resignation of Mr. Koren. Other annual compensation and
securities underlying options reflect Director's fees and options granted as
part of plans provided to outside directors.
(3) Mr. Koren resigned from his position as President in February 2003.
Compensation continues through December 2003 under a severance agreement.
Employment Agreements
---------------------
Pursuant to the terms of a three-year Employment Agreement entered into on
August 21, 2002, Paul D. Ludwig, our President, is employed at an annual salary
of $160,000, with an annual bonus of at least one-third of his salary if certain
goals agreed upon with the Compensation Committee are met. Similarly, our Chief
Executive Officer, Richard D. Kurtz, entered into a two-year Employment
Agreement with the Company on February 10, 2003, whereby he is employed at an
annual salary of $160,000, with an annual bonus of at least 40% of his salary if
certain goals agreed upon with the Compensation Committee are met. Both officers
may receive additional bonuses and stock options as the Board of Directors may
from time to time determine. Further, both officers may resign and receive
severance payments following a change of control of the Company and are
prohibited from competing with the Company for a period of one year following
certain terminations of their employment. The Company has other employment and
termination agreements with certain current and former employees under which the
employees may receive severance pay through the end of the term of the contract.
The terms of those contracts vary from 6 months to 1 year.
Stock Options
-------------
The following tables set forth certain information concerning stock options
granted to the persons named in the Summary Compensation Table during the last
fiscal year and unexercised stock options held by such persons at the end of
such fiscal year.
Option Grants in Fiscal 2003
Individual Grants
--------------------------------- ------------------- ------------------- --------------------- ----------------------
Number of Securities % of Total
Underlying Options Granted Exercise or
Options to Employees in Base Price Expiration
Name(1) Granted (#) Fiscal Year ($/Sh) Date
--------------------------------- ------------------- ------------------- --------------------- ----------------------
Richard D. Kurtz - - - -
Paul D. Ludwig 100,000 41% $.61 8/21/12
Brock Koren - - - -
--------------------------------- ------------------- ------------------- --------------------- ----------------------
(1) See "Summary Compensation Table" for principal position.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
Number of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares Acquired at Fiscal Year End (#) at Fiscal Year End ($)
Name (1) on Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
------------------ --------------- -------------- ------------------------- -------------------------
Richard D. Kurtz - - 420,000 / - $57,200 / -
Paul D. Ludwig - - 20,000 / 80,000 $7,000 / $28,000
Brock Koren 60,000 $8,500 - / - - / -
(1) See "Summary Compensation Table" for principal position.
Compensation of Directors
-------------------------
During 2003, each independent member of the Board of Directors received an
annual retainer in the amount of $4,000, plus directors' fees in the amount of
$1,000 for each board meeting attended, plus $500 for each committee meeting
attended. In addition, all directors, including employee directors, are
reimbursed for reasonable travel expenses incurred in connection with their
attending meetings of the Board of Directors and committees. Each of the
directors who is not an employee of the Company is also eligible for grants of
stock options upon their appointment to the Board of Directors and all directors
are eligible for stock option grants on a discretionary basis so long as they
remain on the Board under the Advanced Photonix 2000 Stock Option Plan.
Directors who are also officers of the Company do not receive cash compensation
in consideration for their services as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 27, 2003, certain information
concerning the holdings of each person who was known by the Company to be the
beneficial owner of more than five percent (5%) of the outstanding shares of
Class A common stock of the Company, by each director and executive officer and
by all directors and officers as a group.
Class A Common Stock
------------------------------------------
Shares Under
Shares Exercisable Percent
Owned Options/Warrants(1) Voting(2)
------------------------------------------
Burke, Mayborn Co., Ltd.(3) 823,800 -- 6.2
Richard D. Kurtz(4) 45,000 420,000 3.4
Stephen P. Soltwedel(4) 14,000 300,000 2.3
M. Scott Farese(4) 15,000 289,000 2.2
Paul D. Ludwig(4) 71,100 40,000 .8
Susan A. Schmidt(4) 500 81,334 .6
All (5) Directors & Officers as a 145,600 1,130,334 8.8
Group
(1) Includes shares under options exercisable on June 27, 2003 and options
which become exercisable within 60 days thereafter.
(2) Represents voting power assuming beneficial owner exercises all exercisable
options and warrants.
(3) Includes shares beneficially owned by Burke, Mayborne Co., Ltd. and Frank
M. Burke, Jr. The address of this shareholder is 5500 Preston Road, Suite
315, Dallas, TX 75205.
(4) The address of this shareholder is c/o Advanced Photonix, Inc. 1240 Avenida
Acaso, Camarillo, CA 93012.
The following table sets forth, as of June 27, 2003, the aggregated information
pertaining to all securities authorized for issuance under the Company's equity
compensation plans:
---------------------------------------------------------------------------------------
Number of
Securities to be
issued upon Weighted-average
exercise of exercise price Number of
outstanding of outstanding securities
options, options, remaining
warrants and warrants and available for
Plan Category rights rights future issuance
---------------------------------------------------------------------------------------
Equity compensation plans 1,812,867 $1.46 710,222
approved by shareholders
Equity compensation plans
not approved by shareholders - - -
---------------------------------------------------------------------------------------
Total 1,812,867 $1.46 710,222
---------------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Executive Compensation".
RELATIONSHIP WITH INDEPENDENT AUDITORS
Farber & Hass LLP, independent auditors, audited the Company's financial
statements for fiscal years 2000-2003, and have been selected to audit the
Company's financial statements for fiscal year 2004. Representatives of Farber &
Hass are expected to be present at the Annual Meeting to respond to appropriate
questions from Shareholders and to make a statement if they desire to do so.
Independent Auditor Fees
------------------------
The following table sets forth the aggregate fees billed to the Company for the
fiscal year ended March 30, 2003, by the Company's independent auditor, Farber &
Hass LLP.
Audit Fees $ 60,087
Financial Information Systems
Design and Implementation Fees $ -0-
All Other Fees $ 47,150
------------
Total Fees $ 107,237
The Audit Committee has considered and determined that the provision of services
described above under "All Other Fees" is compatible with maintaining the
auditor's independence.
EXPENSES
The entire cost of preparing, assembling, printing and mailing the Proxy
Statement, the enclosed Proxy, Annual Report and other materials, and the cost
of soliciting Proxies with respect to the Annual Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The solicitation of Proxies by mail may be supplemented by
telephone and telegram by officers and other regular employees of the Company,
but no additional compensation will be paid to such individuals.
SHAREHOLDER PROPOSALS
Proposals of Shareholders intended to be presented at the Annual Meeting of
Shareholders in 2004 must be received at the Company's principal executive
office no later than March 16, 2004.
By Order of the Board of Directors
/s/ Susan A. Schmidt
--------------------
Camarillo, California Susan A. Schmidt
July 25, 2003 Secretary
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY
STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED MARCH 30, 2003 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO, BUT EXCLUDING EXHIBITS). SUCH REQUESTS SHOULD BE DIRECTED TO
CORPORATE SECRETARY, 1240 AVENIDA ACASO, CAMARILLO, CALIFORNIA 93012.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ADVANCED PHOTONIX, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 22, 2003
The undersigned hereby constitutes and appoints Richard D. Kurtz and M. Scott
Farese or any one of them, as proxies, with full power of substitution, to vote
all shares of stock of Advanced Photonix, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be held at the Company's Corporate
office, 1240 Avenida Acaso, Camarillo, California, at 10:00 o'clock A.M.,
Pacific Time, on August 22, 2003, or at any adjournments or postponements
thereof:
(1) Election of Directors
FOR all nominees listed below (except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below [ ]
Richard D. Kurtz, Ward Harper, M. Scott Farese, Stephen P. Soltwedel
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the above list.)
(2) To transact such other business as may properly come before the meeting or
any adjournment or postponements thereof.
(PLEASE SIGN ON REVERSE SIDE)
--------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED, OR IF NO
SPECIFICATIONS ARE MADE, WILL BE VOTED BY THE PROXIES FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER
MATTER AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF MEETING AND ANNUAL
REPORT FURNISHED HEREWITH.
Dated:_____________________, 2003
_________________________________
Signature of Stockholder
_________________________________
Signature of Stockholder
Note: When signing as attorney-in-fact, executor, administrator, trustee or
guardian, please add your title as such, and if signer is a corporation, please
sign with full corporate name by duly authorized officer or officers and affix
the corporate seal. Where stock is issued in the name of two or more persons,
all such persons should sign. Please date, sign and return in the enclosed
envelope promptly.