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Technology Stocks : Helix Technology, a cold play on semiconductor equipment
HELX 37.98+0.6%Nov 25 4:00 PM EST

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To: mopgcw who wrote (1044)10/11/2002 1:20:45 AM
From: mopgcw   of 1227
 
. CAPITAL STOCK

Options for the purchase of shares of the Company's common stock have been
granted to officers, directors, and key employees under various nonqualified
stock option agreements. The terms of these agreements provide that the options
are exercisable over a number of years from the date of grant at not less than
the fair market value at the date of grant.

Options expire at various dates through the year 2011. At December 31, 2001 and
2000, respectively, 842,250 and 916,250 shares of common stock were reserved for
stock options. At December 31, 2001, 2000 and 1999, respectively, 188,625,
161,000 and 115,274 nonqualified stock options were exercisable. In 1989 the
Company entered into an agreement with its president under which options to
purchase up to 800,000 shares of the Company's common stock were granted at a
price of $1.69 per share, exercisable over a ten-year period subject to the
attainment of certain financial performance targets. At December 31, 1999,
options for the purchase of 640,000 shares had been exercised. The remaining
160,000 shares became exercisable on March 1, 2000, and were exercised. In
connection with this agreement, compensation expense of $0 and $1,581,000 was
charged in 2000 and 1999, respectively.

In the first quarter of 1999, the Company entered into a new employment
agreement with its president under which nonqualified options to purchase up to
200,000 shares of the Company's common stock were granted at the fair market
value of $20.81 per share, vesting over an eight-year period.

30
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HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

D. CAPITAL STOCK (CONTINUED)
The following table summarizes option activity for the years ended 1999, 2000,
and 2001:


NUMBER OF WEIGHTED AVERAGE
OPTIONS OUTSTANDING COMMON SHARES EXERCISE PRICE
------------------- ------------- ----------------

January 1, 1999................................ 570,774 $14.41

Options granted................................ 331,500 $21.68
Options exercised.............................. (56,500) $14.21
Options canceled............................... (73,500) $20.65
--------
December 31, 1999.............................. 772,274 $16.95

Options granted................................ 40,000 $55.95
Options exercised.............................. (235,024) $ 7.54
Options canceled............................... (32,375) $24.60
--------
December 31, 2000.............................. 544,875 $23.42

Options granted................................ 98,500 $27.79
Options exercised.............................. (74,000) $21.01
Options canceled............................... (101,000) $33.84
--------
December 31, 2001.............................. 468,375 $22.47
========


The following table summarizes information concerning outstanding and
exercisable options at December 31, 2001:


OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------- ----------------------------
RANGE OF WEIGHTED AVERAGE WEIGHTED WEIGHTED
EXERCISE NUMBER REMAINING AVERAGE NUMBER AVERAGE
PRICES OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
--------------- ----------- ---------------- -------------- ----------- --------------

$ 2.86 - $18.44 93,250 2.6 years $16.41 89,250 $16.74
$20.81 - $20.81 237,625 5.8 years $20.81 53,875 $20.81
$23.11 - $28.83 122,500 7.5 years $26.01 40,500 $23.94
$40.69 - $65.97 15,000 8.1 years $57.54 5,000 $53.33
--------------- ------- --------- ------ ------- ------
$ 2.86 - $65.97 468,375 5.7 years $22.47 188,625 $20.42


The Company adopted the disclosure-only option under Statement of Financial
Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation." If the accounting provisions of

31
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HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

D. CAPITAL STOCK (CONTINUED)
SFAS 123 had been adopted, the effect on net (loss) income and basic and diluted
net (loss) income per share would have been as follows:


FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS
EXCEPT PER SHARE DATA)

As Reported

Net (loss) income................................ $(5,940) $45,870 $15,864
Basic net (loss) income per share................ $ (0.26) $ 2.04 $ 0.71
Diluted net (loss) income per share.............. $ (0.26) $ 2.02 $ 0.70

Pro Forma

Net (loss) income................................ $(6,447) $45,023 $15,179
Basic net (loss) income per share................ $ (0.29) $ 2.00 $ 0.68
Diluted net (loss) income per share.............. $ (0.29) $ 1.98 $ 0.67


The weighted average fair value of options granted during 2001, 2000, and 1999
was $14.80, $31.96 and $10.63, respectively. The fair value of each option grant
is estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions:


2001 2000 1999
-------- -------- --------

Dividend yield............................................ 1.8% 1.2% 1.8%
Expected stock price volatility........................... 60% 60% 50%
Risk-free interest rate................................... 5.13% 6.38% 5.18%
Expected holding period (years)........................... 6.4 6.2
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