February 8, 1983
A meeting of the Board of Directors of Consarc Corporation was held at the offices of the corporation, 100 Indel Avenue, Rancocas, New Jersey on Tuesday, February 8, 1983, commencing at approximately 4:30 PM
Present were all of the Directors, namely; Haubenstein, Metcalf, Roberts, Rowan and Ruble.
Roberts read the Minutes of the Directors Meeting of August 2, 1982. Upon motion by Metcalf and seconded by Rowan, they were unanimously approved.
Metcalf reported on his commercial activities in the Soviet Union at great length, specifically:
Vacuum Arc Refining Project (6 units) -
Metcalf reported that a contract for the VAR Furnaces could be placed as early as June of this year and reconfirmed his wish for Consarc to continue to do business within the USSR. He confirmed (see attached documents) that the Vacuum Arc units under consideration fall well within the range of equipment which is allowed to be exported from the US to the Soviet Union. He presented the various commercial risks involved in this marketplace. Based upon the lack of uniqueness of our furnaces and the input by both Roberts and Haubenstein as to the capability of our two competitors - Leybold Heraeus/Germany and Ullvac/Japan - to build and to compete with us for the sale of this equipment, the Directors agreed that it is in Consarc's best interest to continue our commercial efforts on this project.
Casting Foundry Project -
Metcalf reported that eleven casting furnaces, a 5,000 pound remelt unit, a 300 kilogram casting furnace plus miscellaneous heat treatment furnaces were being tendered by a Soviet client and that it was his wish to initiate sales effort under the premise that the units would be built in Scotland. None of the equipment falls within UK export restrictions. Metcalf wishes to work with our Scottish and English affiliates in an effort to assemble a "team" approach to satisfying the foundry project to its fullest. Metcalf will begin this effort and report any significant activities to the Board.
Nine (9) Mini-Susceptor Units and an Isostatic Press -
Metcalf reported that our Scottish affiliate was being asked to quote on these units. Ruble and Rowan pointed out various technical nuances associated with mini-septor, all of which were recognized by Metcalf. Rowan indicated the desirability of testing at 60 cycles before proceeding to acceptance of a contract on a 60 cycle basis. Metcalf reported that it was his intention to build and test one of the units prior to building and shipping the balance.
In summary, Metcalf was encouraged to continue his commercial efforts within the Soviet Union.
Haubenstein's pending resignation, which was verbally presented to Roberts on February 3rd, was discussed with the Board acknowledging his desire to resign, but requesting that formalization be delayed until such time as the major contracts currently pending are resolved and a fixed date for resignation established.
Haubenstein's formal offer to sell to the corporation his holdings of 444 shares of Consarc stock (see attached) was, upon motion by Ruble, seconded by Metcalf, unanimously passed.
RESOLVED that the corporation proceed with the acquisition of Haubenstein's stock; its purchase price being its book value at the end of the last fiscal quarter, that is, January 31, 1983.
Haubenstein expressed his appreciation to all of the Directors for the opportunities presented to him during his tenure at Consarc.
There being no further business, the meeting adjourned.