ROCHESTER HILLS, Mich., Sept. 27 /PRNewswire-FirstCall/ -- Energy
Conversion Devices, Inc. (ECD Ovonics) (Nasdaq: ENER) announced additional
initiatives to further strengthen and improve its corporate governance
structure. ECD Ovonics announced yesterday that it had increased the number
of independent directors serving on its board from four to six through the
appointments of Pasquale Pistorio and George A. Schreiber, Jr., bringing
the total number of directors to eight. The Board of Directors also
authorized the following, subject to stockholder approval:
* Adopting the Energy Conversion Devices, Inc. 2006 Stock Incentive
Plan.
* Amending ECD Ovonics' Restated Certificate of Incorporation to (1)
increase the authorized common shares from 50 million to 100 million and
(2) eliminate the Class A and Class B Common Stock.
"These director appointments and proposals are part of our continuing
commitment to good corporate governance," said Robert C. Stempel, Chairman
and CEO of ECD Ovonics. "The new stock incentive plan will strengthen our
pay- for-performance compensation strategies, and we, therefore, intend to
use the new plan in place of -- not in addition to -- existing plans. We
also believe that the amendments to our certificate of incorporation will
provide necessary structural flexibility, while at the same time
simplifying our structure."
ECD Ovonics' stockholders will consider the 2006 stock incentive plan
and amendment to the company's restated certificate of incorporation,
together with the election of directors and ratification of independent
registered accounting firm, at the company's annual meeting of stockholders
scheduled for November 14, 2006.
Caution Required by Certain Securities and Exchange Commission Rules
ECD Ovonics filed a preliminary proxy statement on September 27, 2006
with the Securities and Exchange Commission. STOCKHOLDERS ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS TO BE SUBMITTED
TO THE STOCKHOLDERS FOR CONSIDERATION. Stockholders can obtain a free copy
of the proxy statement and other documents filed by ECD Ovonics with the
Securities and Exchange Commission at the Securities and Exchange
Commission's website at http://www.sec.gov. Free copies of the proxy
statement and other documents filed by ECD Ovonics with the Securities and
Exchange Commission may also be obtained from ECD Ovonics at the company's
website (http://www.ovonic.com) or by directing a request to Investor
Relations, Energy Conversion Devices, Inc., 2956 Waterview Drive, Rochester
Hills, Michigan 48309 (telephone number: (248) 293-0440).
ECD Ovonics and its directors may be deemed, under Securities and
Exchange Commission rules, to be soliciting proxies from ECD Ovonics'
stockholders in favor of the proposals described in the preliminary proxy
statement. Information regarding the interests of these persons in the
solicitation is more specifically set forth in the preliminary proxy
statement that was filed by ECD Ovonics on September 27, 2006 with the
Securities and Exchange Commission, which is available free of charge from
the Securities and Exchange Commission or from ECD Ovonics as indicated
above.
About ECD Ovonics
ECD Ovonics is the leader in the synthesis of new materials and the
development of advanced production technology and innovative products. It
has invented, pioneered and developed its proprietary, enabling
technologies in the fields of energy and information leading to new
products and production processes based on amorphous, disordered and
related materials. The Company's portfolio of alternative energy solutions
includes Ovonic thin-film amorphous solar cells, modules, panels and
systems for generating solar electric power; Ovonic NiMH batteries; Ovonic
hydride storage materials capable of storing hydrogen in the solid state
for use as a feedstock for fuel cells or internal combustion engines or as
an enhancement or replacement for any type of hydrocarbon fuel; and Ovonic
fuel cell technology. ECD Ovonics' proprietary advanced information
technologies include Ovonic phase-change electrical memory, Ovonic
phase-change optical memory and the Ovonic Threshold Switch. ECD Ovonics
designs and builds manufacturing machinery that incorporates its
proprietary production processes, maintains ongoing research and
development programs to continually improve its products and develops new
applications for its technologies. ECD Ovonics holds the basic patents in
its fields. More information on the company is available on
http://www.ovonic.com .
This release may contain forward-looking statements within the meaning
of the Safe Harbor Provisions of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements are based on assumptions which
ECD Ovonics, as of the date of this release, believes to be reasonable and
appropriate. ECD Ovonics cautions, however, that the actual facts and
conditions that may exist in the future could vary materially from the
assumed facts and conditions upon which such forward-looking statements are
based. The risk factors identified in the ECD Ovonics filings with the
Securities and Exchange Commission, including the Company's most recent
Annual Report on Form 10-K could impact any forward-looking statements
contained in this release.
SOURCE Energy Conversion Devices, Inc.
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Related links:
http://www.ovonic.com
CONTACT:
Ghazaleh Koefod, Investor Relations or Dick
Thompson, Media Relations, of Energy Conversion Devices, Inc.,
+1-248-293-0440
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