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Rofin Sinar Technologies Inc · DEF 14A · For 9/30/00

Filed On 1/30/01 12:14pm ET · SEC File 0-21377 · Accession Number 1019361-1-2

  As Of               Filer                 Filing     As/For/On Docs:Pgs

 1/30/01  Rofin Sinar Technologies Inc      DEF 14A     9/30/00    1:27

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                27    106K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) RSL Pension Plan
1	1st Page
20	RSL Pension Plan

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          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 Section 240.14a-11(c) or Section           
240.14a-12                                                            

ROFIN-SINAR TECHNOLOGIES INC. 
--------------------------------------------------------  
(Name of Registrant as Specified in Its Charter)  

--------------------------------------------------------  
(Name of Person(s) Filing Proxy Statement)  

Payment of Filing Fee (Check the appropriate box):                              

/x/  No fee required.                                                           

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

1)  Title of each class of securities to which transactions 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:                                                

       -------------------------------------------------------------------

/ /  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 the 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:                                                  
                    ------------------------------------------------------

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PETER WIRTH                                                                     
Chairman of the Board,                                              
President and                                                       
Chief Executive Officer                    January 29, 2001         

Dear Stockholder:                                                               

You are cordially invited to attend the Annual Meeting of Stockholders that     
will be held on Thursday, March 22, 2001, at 10:00 a.m., local time, at the     
Fiesta Inn, 2100 South Priest Drive, Tempe, AZ 85282.                           

The enclosed notice and proxy statement contain details concerning the          
business to be acted upon at the meeting.  You will note that the Board of      
Directors of the Company recommends a vote "FOR" the election of two            
directors to serve until the 2004 Annual Meeting of Stockholders and for the    
ratification of KPMG LLP as independent public auditors of the Company.         
Please sign and return your proxy card in the enclosed postage-paid envelope    
at your earliest convenience to assure that your shares will be represented     
and voted at the meeting even if you cannot attend.                             

To help us plan for the meeting, please mark the appropriate box on the         
accompanying proxy card telling us if you will be attending.                    

                          Sincerely,

                                /s/  Peter Wirth
                                      --------------------
                           Peter Wirth

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       [ROFIN-SINAR TECHNOLOGIES LOGO]

      NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS                                                             
OF ROFIN-SINAR TECHNOLOGIES INC.                                                

The Annual Meeting of Stockholders of Rofin-Sinar Technologies, Inc. will be    
held at Fiesta Inn, 2100 South Priest Drive, Tempe, AZ 85282, on Thursday,      
March 22, 2001, at 10:00 a.m., local time, for the following purposes:          

1.     To elect two Class II directors to serve for a three-year term 
until the 2004 Annual Meeting of Stockholders;          

2.     To appoint KPMG LLP as independent auditors for the Company for
the fiscal year ended September 30, 2001; and           

3      To transact such other business as may properly come before the
meeting  and any adjournments thereof.                  

Stockholders of record at the close of business on January 26, 2001 are         
entitled to notice of, and to vote at, the meeting and any adjournments         
thereof.                                                                        

                        By Order of the Board of Directors

          /S/  Cindy Denis
                    ----------------------------
   Cindy Denis
 Secretary

Plymouth, Michigan                                                              
January 29, 2001                                                                

EACH STOCKHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD         
PROMPTLY.  IN THE EVENT A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR      
SHE MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.         

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ROFIN-SINAR TECHNOLOGIES INC.   
45701 MAST STREET       
PLYMOUTH, MICHIGAN  48170       

--------------------------------------      
PROXY STATEMENT       
--------------------------------------      

FOR ANNUAL MEETING OF STOCKHOLDERS      
TO BE HELD ON MARCH 22, 2001      
--------------------------------------      

This Proxy Statement is furnished in connection with the solicitation of        
proxies by the Board of Directors of Rofin-Sinar Technologies Inc., a           
Delaware corporation (the "Company"), to be voted at the Annual Meeting of      
Stockholders of the Company (the "Annual Meeting") to be held at Fiesta Inn,    
2100 South Priest Drive, Tempe, AZ 85282, on March 22, 2001 at 10:00 a.m.,      
local time, and at any adjournments thereof.  The approximate date on which     
this Proxy Statement and form of proxy are first being sent to the              
stockholders is January 29, 2001.                                               

Only holders of record of shares of Common Stock of the Company at the close    
of business on January 26, 2001 (the "Record Date") are entitled to vote at     
the Annual Meeting or any adjournments thereof.  Each owner of record on the    
record date is entitled to one vote for each share of Common Stock of the       
Company so held.  The presence, either in person or by properly executed        
proxy, of the owners of a majority of the outstanding shares of Common Stock    
of the Company is necessary to constitute a quorum at the Annual Meeting and    
to permit action to be taken by the stockholders at such meeting. As of the     
close of business on the Record Date, there were 11,542,700 shares of Common    
Stock of the Company outstanding.                                               

Any proxy given pursuant to this solicitation may be revoked by the person      
giving it at any time before it is exercised by delivering to the Company (to   
the attention of Cindy Denis) a written notice of revocation or a duly          
executed proxy bearing a later date, or by attending the Annual Meeting and     
voting in person.                                                               

All properly executed proxies delivered pursuant to this solicitation and not   
revoked will be voted at the Annual Meeting in accordance with the directions   
given.  Stockholders voting by proxy for the election of directors nominated    
to serve until the 2004 Annual Meeting may vote in favor of all nominees or     
withhold their votes as to all nominees or withhold their votes as to           
specific nominees.  Stockholders should specify their choices on the enclosed   
form of proxy.  If no specific instructions are given with respect to the       
matters to be acted upon, the shares represented by a signed proxy will be      
voted FOR the election of all nominees for director and FOR the proposal to     
ratify the appointment of auditors.  Directors will be elected by a plurality   
of the votes cast by the holders of the shares of Common Stock voting in        
person or by proxy at the Annual Meeting.  Abstentions and broker non-votes     
will not affect the outcome of the vote.                                        

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The Board of Directors of the Company knows of no business that will be         
presented for consideration at the Annual Meeting other than the matters        
described in this Proxy Statement.  If any other matters are presented at the   
Annual Meeting, the persons named in the proxy card will vote in accordance     
with their judgment.                                                            

This solicitation is being made by the Board of Directors of the Company and    
its cost (including preparing and mailing of the notice, this Proxy Statement   
and the form of proxy) will be paid by the Company.  The Company will also      
make arrangements with brokerage houses and other custodians, nominees and      
fiduciaries to send the proxy material to their principals and will reimburse   
them for their reasonable expenses in so doing.  To the extent necessary in     
order to ensure sufficient representation at the Annual Meeting, the Company    
intends to utilize the services of a proxy solicitor as well as the services    
of officers and regular employees of the Company to solicit the return of       
proxies by mail, telephone, telegram, telex and personal interview.  No         
compensation in addition to regular salary and benefits will be paid to any     
officer or regular employee for such solicitation.                              

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 PROPOSAL ONE:
ELECTION OF DIRECTORS 

Board of Directors                                                              

The Board of Directors of the Company is divided into three classes, each       
class serving for a period of three years.  Under the By-Laws of the Company    
the number of directors of the Company has been set at six at the time the      
Company conducted its initial public offering.                                  

In October 2000, by resolution duly passed by the Board of Directors, the       
number of directors was increased to seven and the vacancy created was filled   
by appointing Carl F. Baasel as an additional Class II director.  Of the        
Class II directors whose terms will expire at the Annual Meeting, Carl F.       
Baasel and Gary K. Willis, have been nominated by the Board of Directors to     
stand for re-election as Class II directors to hold office until the 2004       
Annual Meeting of Stockholders and until their successors are elected and       
qualified.  The Board of Directors knows of no reason why either nominee will   
be unable or unwilling to serve as a nominee or director if elected.            

The third Class II director, Hinrich Martinen, will resign as member of the     
Board of Directors effective as of the Annual Meeting 2001.  By resolution to   
be passed by the Board of Directors prior to the Annual Meeting 2001, the       
number of directors will, effective as of Annual Meeting 2001, be decreased     
from seven to six.                                                              

Certain information about Mr. Carl F. Baasel and Gary K. Willis, the Board's    
Class II director nominees, is furnished below:                                 

Carl F. Baasel was Founder and General Manager of Baasel Lasertech  
  since 1975.  He became a member of the Company's Board of Directors in
October 2000, shortly after the Company acquired a majority share of
Baasel Lasertech.  Mr. Baasel is currently Managing Director of Carl
 Baasel Lasertechnik GmbH, a majority owned subsidiary of the Company.
Mr. Baasel holds a Masters Degree in Physics from the Technical     
University of Munich.                                               

Gary K. Willis has been a member of the Company's Board of Directors
since September 1996.  Mr. Willis recently retired from Zygo        
Corporation, where since November 1998, he had been Chairman of the 
Board of Directors.  Mr. Willis had also served as director of Zygo 
  Corporation since February 1992 and as President (1992-1999) and Chief
Executive Officer (1993-1999) of that Corporation.  Prior to joining
   Zygo, he was the Chairman, President and Chief Executive Officer of The
 Foxboro Company.  Mr. Willis is also a Director of Hpower Corporation
  and Middlesex Health Services, Inc.  Mr. Willis has a BS in mechanical
engineering from Worcester Polytechnical Institute.                 

The two nominees receiving the highest number of affirmative votes will be      
elected as Class II directors of the Company.                                   

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Recommendation of the Board of Directors Concerning the Election of Directors   

The Board of Directors of the Company recommends a vote FOR Carl F. Baasel      
and Gary K. Willis as Class II directors to hold office until the 2004 Annual   
Meeting of Stockholders and until their successors are elected and qualified.   
Proxies received by the Board of Directors will be so voted unless              
stockholders specify a contrary choice in their proxy.                          

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS       
FOR A THREE-YEAR TERM EXPIRING AT THE 2004 ANNUAL MEETING:      

Name                  Age             Director Since    
--------------------      -----           ----------------        

Carl F. Baasel            59                   2000             
Gary K. Willis (A)        55                   1996             

DIRECTORS WHOSE TERMS EXPIRE AT THE 2003 ANNUAL MEETING:

Name                  Age             Director Since    
--------------------      -----           ----------------        

Gunther Braun             43                   1996             
Ralph E. Reins (A) (B)    60                   1996             

    DIRECTORS WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING:

Name                  Age             Director Since    
--------------------      -----           ----------------        

Peter Wirth               54                   1996             
William R. Hoover (A) (B) 71                   1996             

________________________________________                                        
(A) Member of the Audit Committee                                               
(B) Member of the Compensation Committee                                        

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DIRECTORS AND EXECUTIVE OFFICERS          

The following table sets forth certain information with respect to the          
directors and executive officers.                                               

Name                      Age        Title                                      
-------------------     -----      ---------------------------------------    
Peter Wirth               54         Chairman of the Board of Directors,        
                               Chief Executive Officer and President

Hinrich Martinen          58         Executive Vice President, Research and     
                                 Development Operations, Chief Technical
              Officer and Director

Gunther Braun             43         Executive Vice President, Finance and      
                                  Administration, Chief Financial Officer,
                Treasurer and Director

Walter Volkmar            57         General Manager, Rofin-Sinar Laser GmbH    
                 ("RSL")Marking Division

Louis Molnar              47         President, Rofin-Sinar Inc. ("RSI")        

Carl F. Baasel            59         Director and Managing Director of Carl     
                  Baasel Lasertechnik GmbH

William R. Hoover         71         Director                                   

Ralph E. Reins            60         Director                                   

Gary K. Willis            55         Director                                   

Business Experience                                                             

Peter Wirth is Chairman of the Board of Directors, Chief Executive Officer      
and President of the Company.  He has also served as the General Manager of     
RSL since October 1994.  From 1991 until October 1994, Dr. Wirth was            
President of RSI. He joined RSL in 1979 as Sales Manager for Industrial         
Lasers, and became Director, Sales and Marketing in 1983.  He holds a           
Master's Degree and a Ph.D in Physics from the Technical University in          
Munich, Germany.                                                                

Hinrich Martinen is Executive Vice President, Research and Development /        
Operations and Chief Technical Officer, as well as a member of the Board of     
Directors of the Company.  He has held a number of senior R&D management        
positions since joining RSL in 1981 and is currently the Technical Director     
of RSL.  Mr. Martinen holds a Master's Degree in Physics from the University    
of Hamburg, Germany.                                                            

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Gunther Braun has been Executive Vice President, Finance and Administration,    
Chief Financial Officer and Treasurer, as well as a member of its Board of      
Directors, since September 1996.  Since 1994, he has also been the Financial    
Director for RSL.  He joined RSL in 1989 when RSL acquired the Laser            
Optronics marking division of Coherent General Inc.  Mr. Braun holds a          
Business Administration Degree from the Fachhochschule in Regensburg,           
Germany.                                                                        

Walter Volkmar has been the Manager of the Marking Division of RSL since        
1994.  He joined RSL in 1989 when RSL acquired the Laser Optronics marking      
division of Coherent General Inc.  Dr. Volkmar holds Master's Degrees in        
Mechanical Engineering and Business Administration from the Technical           
University in Darmstadt, and a Ph.D. in Economics and Trade from the            
University of Parma in Italy.                                                   

Carl F. Baasel was Founder and General Manager of Baasel Lasertech since        
1975.  He became a member of the Company's Board of Directors in October        
2000, shortly after the Company acquired a majority share of Baasel             
Lasertech.  Mr. Baasel is currently Managing Director of Carl Baasel            
Lasertechnik GmbH, a majority owned subsidiary of the Company.  Mr. Baasel      
holds a Masters Degree in Physics from the Technical University of Munich.      

Louis Molnar has been President of RSI since August 2000.  Mr. Molnar served    
as President and COO of GALCO Industrial Electronics, a company offering        
electrical and electronic control products, from July 1997 to August 2000.      
Prior to this, Mr. Molnar served as Director for FANUC Robotics, where he was   
responsible for the entire business infrastructure and operations, as well as   
all engineering functions for the Automotive Components and General             
Industries markets.  Mr. Molnar holds a BS in Electrical Engineering from       
Oakland University and a Master's Degree in Business Administration, with a     
Minor in Marketing, from Michigan State University.                             

William R. Hoover has been a member of the Company's Board of Directors since   
September 1996.  He is the Chairman of the Executive Committee of Computer      
Sciences Corporation, a provider of information technology consulting,          
systems integration and outsourcing to industry and government, and Chairman    
of the Board of that company from November 1972 to March 1997.  He has been a   
consultant to that company since March 1995; prior to that, he was its          
President from November 1969 to March 1995 and its Chief Executive Officer      
from November 1972 until March 1995.  Mr. Hoover serves as Director on the      
Boards of Computer Sciences Corporation, Merrill Lynch & Co., and Storage       
Technology Corp.                                                                

Ralph E. Reins has been a member of the Company's Board of Directors since      
September 1996.  He is the Chairman and Chief Executive Officer of Qualitor     
Inc.  Mr. Reins served as President and Chief Executive Officer of AP Parts     
International, Inc. from 1995 to 1997, as President and Chief Executive         
Officer of Envirotest Systems Corp. in 1995, as President of Allied Signal      
Automotive from 1991 through 1994 and as President of United Technologies       
Automotive from 1990 to 1991. Prior to that, he was Chairman, Chief Executive   
Officer, President and Chief Operating Officer of Mack Truck from 1989 to       
1990 and President and Chief Executive Officer of ITT Automotive from 1985 to   
1989.  Mr. Reins is a director of Wierton Steel Corporation and a member of     
the Society of Automotive Engineers.                                            

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Gary K. Willis has been a member of the Company's Board of Directors since      
September 1996.  Mr. Willis recently retired from Zygo Corporation, where       
since November 1998, he had been Chairman of the Board of Directors.  Mr.       
Willis had also served as director of Zygo Corporation since February 1992      
and as President (1992-1999) and Chief Executive Officer (1993-1999) of that    
Corporation.  Prior to joining Zygo, he was the Chairman, President and Chief   
Executive Officer of The Foxboro Company.  Mr. Willis is also a Director of     
Hpower Corporation and Middlesex Health Services, Inc.  Mr. Willis has a BS     
in mechanical engineering from Worcester Polytechnical Institute.               

Relationships Among Directors or Executive Officers                             

There are no family relationships among any of the directors or executive       
officers of the Company.                                                        

Section 16(a) Beneficial Ownership Reporting Compliance                         

Section 16(a) of the Securities Exchange Act of 1934, as amended, 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, to file       
reports of securities ownership and changes in such ownership with the          
Securities and Exchange Commission (the "SEC").  Officers, directors and        
greater than ten percent shareholders are also required by rules promulgated    
by the SEC to furnish the Company with copies of all Section 16(a) forms they   
file.                                                                           

Based solely upon a review of the copies of such forms, the absence of a Form   
3, Form 4 or Form 5 or written representations that no Form 4's or 5's were     
required, the Company believes that, with respect to the fiscal year ended      
September 30, 2000, its officers, directors and greater than ten percent        
beneficial owners complied with all applicable Section 16(a) filing             
requirements, except for the filing of a Form 3 and Form 5 for Louis Molnar,    
which were filed approximately one month and two months late, respectively.     

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   COMMITTEES OF THE BOARD OF DIRECTORS;
  MEETINGS AND COMPENSATION OF DIRECTORS

In fiscal 2000 four regular meetings of the Board of Directors were held.       
The Board has an Audit Committee and a Compensation Committee.  It does not     
have a nominating committee or a committee performing the functions of a        
nominating committee.                                                           

The Audit Committee.  The responsibilities of the Audit Committee are to        
recommend to the Board of Directors the independent public accountants to be    
selected to conduct the annual audit of the books and records of the Company,   
review the proposed scope of such audit and approve the audit fees to be        
paid, review the adequacy and effectiveness of the accounting and internal      
financial controls of the Company with the independent public accountants and   
the Company's financial and accounting staff and review and approve             
transactions between the Company and its directors, officers and affiliates.    
The Board of Directors has adopted a written Charter for the Audit Committee    
which is attached as Appendix A hereto.  During fiscal year 2000, the members   
of the Audit Committee were Mr. Reins and Mr. Willis.  In November 2000, Mr.    
Hoover was also elected to the Audit Committee and was appointed Chairman of    
the Committee. Mr. Reins, Mr. Willis and Mr. Hoover are independent directors   
within the meaning of Rule 4200(a)(14) of the National Association of           
Securities Dealers' ("NASD") Marketplace Rules.  In fiscal 2000 one meeting     
of the Audit Committee was held.                                                

The Compensation Committee.  The responsibilities of the Compensation           
Committee are to provide a general review of the Company's compensation and     
benefit plans to ensure that they meet corporate financial and strategic        
objectives.  The responsibilities of the Compensation Committee also include    
administering the Equity Incentive Plan and the Annual Incentive Plan (both     
of which are described below), including selecting the officers and salaried    
employees to whom awards will be granted and making such awards.  The members   
of the Compensation Committee are Mr. Hoover and Mr. Reins.  Neither Mr.        
Hoover or Mr. Reins are employees of the Company.  In fiscal 2000 two           
meetings of the Compensation Committee were held.                               

Compensation of Directors.  Directors who are not employees of the Company      
are entitled to an annual cash retainer fee of $15,000 plus an honorarium of    
$1,000 and $500 for each board meeting and committee meeting, respectively,     
which they attend. Furthermore, directors are reimbursed for reasonable         
travel expenses incurred in connection with their duties as directors of the    
Company.  In addition, in 1997 the Company adopted a non-employee director      
stock plan (the "Directors' Plan") which authorizes 100,000 shares of Common    
Stock for issuance pursuant to stock awards and restricted stock awards to      
non-employee directors.  Under the Directors' Plan, each non-employee           
director who is first elected or appointed to the Board of Directors prior to   
age 65 will receive an initial grant of 1,500 shares of Common Stock and an     
annual grant of 1,500 shares of Common Stock, which vest immediately, in each   
subsequent year in which he or she serves on the board.  Each non-employee      
director who is first appointed or elected to the Board of Directors after      
attaining age 65 will receive upon his or her initial appointment or election   
a one-time grant of 7,500 shares of restricted stock which will vest in five    
equal installments on the date of grant and each of the following four          
anniversaries thereof.                                                          
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REPORT OF AUDIT COMMITTEE       

December 20, 2000                                                               

To the Board of Directors                                                       

We have reviewed and discussed with management the Company's audited            
financial statements as of and for the year ended September 30, 2000.           

We have discussed with KPMG LLP the matters required to be discussed by         
Statement on Auditing Standards No. 61, Communication with Audit Committees,    
as amended, by the Auditing Standards Board of the American Institute of        
Certified Public Accountants.                                                   

We have received and reviewed the written disclosures and the letter from       
KPMG LLP required by Independence Standard No. 1, Independence Discussions      
with Audit Committees, as amended, by the Independence Standards Board, and     
have discussed with the auditors the auditors' independence.                    

Based on the reviews and discussions referred to above, we recommend to the     
Board of Directors that the financial statements referred to above be           
included in the Company's Annual Report on Form 10-K for the year ended         
September 30, 2000.                                                             

/S/  William R. Hoover                                                          
----------------------------                                                    
Mr. William R. Hoover                                                           
Audit Committee Chairman                                                        

/S/  Ralph E. Reins                                                             
----------------------------                                                    
Mr. Ralph E. Reins                                                              
Audit Committee Member                                                          

/S/  Gary K. Willis                                                             
----------------------------                                                    
Mr. Gary K. Willis                                                              
Audit Committee Member                                                          

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OWNERSHIP OF COMMON STOCK BY MANAGEMENT           

The following table sets forth information as of January 1, 2001, with          
respect to beneficial ownership of the Company's Common Stock by each           
director, each of the executive officers named in the Summary Compensation      
Table below, and the directors and executive officers of the Company as a       
group.  To the Company's knowledge, each of the directors and executive         
officers has sole voting and investment power with respect to the shares he     
owns.                                                                           

Number of Shares of 
Common Stock  
  Name                Beneficially Owned (1)     Percentage of Class
--------------------     ------------------------    ---------------------    

Peter Wirth                    66,900                    *          
Hinrich Martinen               45,800                    *          
Gunther Braun                  46,800                    *          
Walter Volkmar                 51,500                    *          
William R. Hoover              37,500                    *          
Ralph E. Reins                 12,500                    *          
Gary K. Willis                 11,000                    *          
All directors and                                                   
Executive officers                                            
as a group (8 persons)     272,000                    2%      

----------------------------                                                  
* Less than one (1) percent of class.                                           

(1)  The amounts listed include the following shares of Common Stock that may   
be acquired within 60 days of January 1, 2001 through the exercise of 
stock options:  Dr. Wirth, 63,600; Mr. Martinen, 43,800; Mr. Braun,   
40,800;  and Dr. Volkmar, 40,000.                                     

PRINCIPAL STOCKHOLDERS        

Beneficial Ownership        

The following table sets forth information as to the only persons known to      
the Company to be the beneficial owner of more than five (5) percent of the     
Company's common stock:                                                         

Name and address of      Amount and Nature                              
Beneficial Owner     of Beneficial Ownership     Percentage of Class  
---------------------  -----------------------     -------------------    

None                                                        

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 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Hoover and Mr. Reins are the members of the Compensation Committee of the   
Board of Directors of the Company, neither of whom is an officer of the         
Company.  There are no compensation committee interlocks involving executive    
officers of the Company.                                                        

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Committee Report on Executive Officer Compensation                 

The Compensation Committee consists solely of non-management directors.  The    
current members of the Compensation Committee are Messrs. Hoover and Reins.     

Policies, Goals and Responsibilities                                            

The Compensation Committee is responsible for oversight and administration of   
executive compensation.  The philosophy of the Compensation Committee is to     
establish an executive compensation program that will allow the Company to      
achieve the following objectives:                                               

-     Attract, retain and motivate key executives of the Company.   

-     Tie executive pay to shareholder value creation through the   
use of equity-based incentives.                         

-     Link pay to performance by making individual compensation     
        directly dependent upon the achievement of certain predetermined
performance goals.                                      

The Company's executive compensation programs are designed to meet three        
fundamental objectives: (i) to set compensation at levels sufficient to         
attract and retain a diverse mix of experienced, highly competent executives;   
(ii) to provide incentives to improve the Company's financial performance and   
performance against strategic and operational goals; and (iii) to evaluate,     
reinforce and reward individual achievement of business objectives with pay     
that fluctuates with performance.                                               

The salary and incentive compensation programs for the Company's executive      
officers were established based on advice from independent consultants by       
reference to a survey group of companies with sales of less than $500 million   
per year.  The use of independent consultants has provided additional           
assurance that the Company's compensation programs are appropriately aligned    
with its objectives, and that, based upon survey data, executive compensation   
levels are appropriately aligned with the compensation levels of persons in     
similar positions at comparable companies, taking into account, in certain      
instances, differences between U.S. and German compensation practices.          

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Components of Compensation                                                      

Base Salaries.  In fiscal year 2000, executive officers' base salaries have     
increased compared to their base salaries in fiscal year 1999, between 5 and    
10% on average, and are enumerated in the summary compensation table below.     
The Compensation Committee reviews executive officer base salaries on an        
annual basis and determines those base salaries by an evaluation of factors     
which may include individual performance and comparisons with salaries paid     
at comparable companies in the Company's industry.                              

Annual Incentives.  The Annual Incentive Plan was established in 1996 and       
provides that key employees, including executive officers, are eligible to      
participate at the discretion of the Compensation Committee. The maximum        
bonus each participant may receive under the Annual Incentive Plan is           
expressed as a percentage of salary, with percentages varying among             
participants based upon their positions at the Company.  Bonus opportunities    
with respect to fiscal year 2000 were based upon the degree to which the        
Company (or, with respect to middle management, the applicable business unit    
or division of the Company) achieved certain preset performance goals related   
to net sales, order entry, operating profits and after-tax profits.  The        
Compensation Committee anticipates that, in the future, survey data and         
comparisons to peer companies will continue to be considered in determining     
performance criteria and bonus levels.                                          

In fiscal year 2000, the Company did achieve the preset performance goals       
under the Annual Incentive Plan and the Company's executive officers were       
awarded the bonuses outlined in the summary compensation table.                 

Long-Term Incentives.  In 1996, the Company adopted an Equity Incentive Plan,   
which provides for grants of stock options, restricted stock and performance    
shares to officers and other key employees of the Company.                      

In fiscal 2000, the Company granted 50,000 stock options to Peter Wirth;        
5,000 stock options to Hinrich Martinen; 20,000 stock options to Gunther        
Braun; and 20,000 stock options to Walter Volkmar.                              

The Compensation Committee believes that stock options are an important part    
of incentive compensation because stock options only have value if the          
Company's stock price increases over time.  Thus, the Compensation Committee    
anticipates that additional option grants will be made to the executive         
officers and other key employees of the Company from time to time to reflect    
their ongoing contributions to the Company, to provide additional incentives    
and to take into account practices at competitive companies.                    

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Compensation of the Chairman of the Board and Chief Executive Officer           

The Company and Mr. Wirth are parties to an employment agreement providing      
for a minimum base annual salary, subject to periodic adjustment, of DM         
425,000 (which equated to $208,650 in fiscal year 2000 based on a weighted      
average currency exchange rate of US $1.00 = DM 2.0369) and the payment of an   
annual incentive bonus based upon the Company's attainment of pre-determined    
performance goals.   Mr. Wirth's salary in fiscal year 2000 was increased       
from his salary in fiscal year 1999 by approximately 10%, in DMs.  The          
Compensation Committee determined Mr. Wirth's annual incentive bonus for        
fiscal year 2000 based upon the Company's attainment of a predetermined         
performance goal related to after-tax profit.  In fiscal year 2000, the         
Company did achieve the pre-determined performance goal and, thus, Mr. Wirth    
received an annual incentive bonus, as outlined in the summary compensation     
table.                                                                          

In fiscal year 2000, 50,000 stock options were granted to Mr. Wirth under the   
Equity Incentive Plan.                                                          

Policy with Respect to Qualifying Compensation for Deductibility                

Section 162(m) of the Internal Revenue Code generally limits to $1,000,000      
the tax deductible compensation paid for a particular year to the chief         
executive officer and to each of the four highest-paid executive officers who   
are employed as executive officers on the last day of such year (the "Named     
Executive Officers").  The Compensation Committee intends to comply with        
Section 162(m) (and the regulations thereunder) to preserve the deductibility   
of performance based compensation paid to any Named Executive Officer.  If      
compliance with Section 162(m) (and the regulations thereunder) conflicts       
with the compensation philosophy or is determined not to be in the best         
interests of shareholders, the Compensation Committee will abide by the         
compensation philosophy, regardless of the tax impact of such actions.          

                    COMPENSATION COMMITTEE

               William R. Hoover
            Ralph E. Reins

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Executive Compensation                                                          

The following table presents certain summary information concerning             
compensation paid for services to the Company during fiscal 2000, 1999 and      
1998 to the Named Executive Officers of the Company.                            

SUMMARY COMPENSATION TABLE            
                                     Long-Term
                                      Compensation
                                      ------------
                                                   Securities    All Other
Name and                                                     Underlying Compens-
Principal Position    Year    Salary($)  (1)   Bonus($) (2) Options(#) ation ($)
------------------    ----   ----------  -----------  ----------   ---------    
 Peter Wirth          2000         $ 194,644       $ 93,893       50,000      --
   Chairman, Chief    1999         $ 215,788           --           --        --
Executive Officer  1998   $ 215,825           --           --          -- 
and President                                                             

 Hinrich Martinen     2000   $ 163,210          $ 63,214        5,000         --
Executive Vice     1999   $ 186,933           --           --          -- 
President Research 1998   $ 186,965           --           --          -- 
& Development, and                                                        
Chief Technical                                                           
Officer                                                                   

Gunther Braun        2000    $ 131,619    $ 54,986       20,000          --   
Executive Vice     1999    $ 135,238          --           --          -- 
President Finance  1998    $ 135,261          --           --          -- 
And Administration                                                        
and Chief Financial                                                       
Officer                                                                   

 Walter Volkmar       2000    $ 118,742     $ 41,313            20,000        --
   General Manager,   1999    $ 124,407         $  4,865       10,000         --
RSL Marking        1998    $ 121,549     $ 19,464           --         -- 
Division                                                                  

Curtis Nichols       2000    $ 142,724           --     30,000(4)$104,890(3)  
President, RSI                                                            

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-------------------                                                             
(1)  Amounts paid in German marks have been translated into U.S. dollars at     
the weighted average exchange rate for the relevant fiscal year (for  
fiscal year ended September 30, 1998: US$1.00 : DM 1.7802; for fiscal 
 year ended September 30, 1999: US$1.00 : DM 1.7805; and for fiscal year
ended September 30, 2000: US$1.00 : DM  2.0369).                      

(2)  Bonus' are reflected on the accrual method of accounting, consistent       
  with the presentation in audited financial statements.  Fiscal year 2000
bonuses were paid in November 2000.                                   

(3)  Pursuant to an agreement between the Company and Mr. Nichols, Mr.          
  Nichols' employment with the Company terminated effective July 12, 2000.
  Mr. Nichols received $99,842 in severance payments during fiscal 2000 as
part of this agreement. In addition $5,048 of matching contributions  
 were made by RSI on behalf of Mr. Nichols in accordance with the Rofin-
Sinar, Inc. 401(k) Plan in which Mr. Nichols, and other RSI employees 
participated.                                                         

(4)  These options terminated pursuant to Mr. Nichols' termination of           
employment.                                                           

The following table presents information concerning grants of stock options     
during fiscal 2000 to each of the Named Executive Officers.                     

INDIVIDUAL OPTION GRANTS IN FISCAL YEAR ENDED SEPTEMBER 30, 2000

                                                     Potential
         Number of  % of Total                         Realizable Value at
         Securities   Options                         Assumed Annual Rates
       Underlying  Granted to                           of Stock Price
          Options    Employees    Exercise                Appreciation for
         Granted(#)  in Fiscal   Price($/Sh)  Expiration    Option Term(3)
Name          (1)         Year         (2)           Date     5%($)    10%($)   
----------  ---------- ---------- ------------  ----------  -------- --------   
Peter                                                                           
Wirth       50,000     23.70%     $ 7.375      11/01/09  $231,905  $587,693 

Hinrich                                                                         
Martinen     5,000      2.37%     $ 7.375      11/01/09  $ 23,190  $ 58,769 

Gunther                                                                         
Braun       20,000      9.48%     $ 7.375      11/01/09  $ 92,762  $235,077 

Walter                                                                          
Volkmar     20,000      9.48%     $ 7.375      11/01/09  $ 92,762  $235,077 

Curtis                                                                          
Nichols(4)  30,000     14.22%      $7.375      11/01/09  $139,143  $352,616 

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------------                                                                    
(1)  All option grants to the Named Executive Officers were made pursuant       
to the Equity Incentive Plan and have a ten-year term.                

(2)  All options were granted to the Named Executive Officers at an exercise    
  price equal to the fair market value of the underlying stock on the date
of grant. All options will vest and become exercisable in equal       
installments on each of the first five anniversaries of the date of   
  grant. Pursuant to the terms of the awards, all options will, subject to
the discretion of the Compensation Committee, become fully exercisable
upon the occurrence of a change in control as defined in the Equity   
Incentive Plan.                                                       

(3)  Potential gains are net of exercise price, but before taxes associated     
with exercise. These amounts represent assumed rates of appreciation  
  only, based on SEC rules, and do not represent the Company's estimate or
  projection of the Company's stock price in the future.  Actual gains, if
  any, on stock option exercises depend upon the actual future performance
of Common Stock and the continued employment of the option holders    
 through the vesting period. The amounts reflected in this table may not
necessarily be achieved.                                              

(4)  These options terminated pursuant to Mr. Nichols' termination of           
employment.                                                           

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AGGREGATED OPTION EXERCISES IN FY 2000        
AND FY 2000 YEAR-END OPTION VALUES        

                                                            Value of
                                       Number of           Unexercised
                                       Unexercised          In-The-Money
                                       Options at           Options at
                Shares                   FY-End (#)           FY-End ($)
             Acquired on    Value      Exercisable/        Exercisable /
 Name              Exercise (#) Realized  ($)   Unexercisable   Unexercisable(1)
--------------   ----------- ----------  ----------------   -----------------   
 Peter Wirth           --         --       63,600/78,400         $4,200/$113,550
 Hinrich Martinen      --         --       43,800/22,200          $3,600/$12,150
Gunther Braun         --         --       40,800/35,200     $3,600/$45,900    
Walter Volkmar        --         --       38,000/42,000        $3,500/$47,750 
Curtis Nichols        --         --           0/0               $0/$0         

-------------                                                                   
(1)  Based on the closing price of Common Stock, as reported on the NASDAQ      
National Market, at September 30, 2000, which was $9-5/8 per share.   

Pension Plans                                                                   

RSL Pension Plan                                                                

Messrs. Wirth, Martinen, Braun and Volkmar participate in the Rofin-Sinar       
Laser GmbH Pension Plan (the "RSL Pension Plan") for RSL executives, an         
unfunded plan in accordance with the typical practices of German companies.     
The RSL Pension Plan provides pensions to participants who (i) retire on or     
after age 60 or terminate employment due to a permanent disability and (ii)     
have served at least ten years with RSL at the time of separation.              

The annual benefits payable under the RSL Pension Plan, which commence at the   
statutory retirement age of 65 (according to German law), are based upon the    
age at which the participant leaves RSL.  Book reserves are kept to record      
benefits accruals under the RSL Pension Plan.  Messrs. Wirth, Martinen, Braun   
and Volkmar joined or were deemed to have joined (as applicable), the RSL       
Pension Plan on July 1, 1979, October 1, 1981, November 1, 1984 and March 1,    
1985, respectively.  Assuming retirement at or after age 60, Messrs. Wirth,     
Martinen, Braun and Volkmar would receive a monthly pension benefit of          
$2,155, $2,082, $1,456 and $1,131, respectively (at the German mark/U.S.        
dollar exchange rate in effect on December 31, 2000).                           

Rofin-Sinar Inc. Pension Plan                                                   

In  1996 RSI adopted a defined benefit plan for its employees known as the      
Rofin-Sinar Inc. Pension Plan (the "RSI Plan").  Under the RSI Plan,            
employees receive annual pension benefits equal to the product of (i) the sum   
of 1.125% of the first $12,000 of average final compensation and 1.5% of        
"average final compensation" in excess of that amount, and (ii) the number of   
years of service in which the employee was employed by a participating          
employer.  Average final compensation is based upon the period of four          
consecutive plan years out of the last ten full plan years preceding the        
employee's retirement which produces the highest amount.                        

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There are currently no Named Executive Officers who currently participating     
in the RSI Plan.                                                                

Employment Agreements and Termination of Employment Arrangements                

Employment Agreements with Named Executive Officers                             

In September 1996 the Company and RSL entered into employment agreements with   
Messrs. Wirth, Martinen and Braun (collectively, the "Employment                
Agreements"), under which the executives have retained the job titles           
specified in their prior employment agreements, and are entitled to a base      
compensation, adjusted by the Compensation Committee, of not less than DM       
425,000, DM 319,500 and DM 280,000, respectively ($208,650, $156,856 and        
$137,464, respectively, at an exchange rate of DM 2.0369 per $1.00) plus a      
yearly discretionary bonus determined by the Compensation Committee.  Each      
Employment Agreement has an indefinite term, subject to earlier termination     
by either the Company and RSL or the executive upon two years' prior written    
notice, which notice may not be given by either the Company and RSL or the      
executive prior to the second anniversary of the Employment Agreements.  In     
accordance with the Employment Agreements, each executive has agreed (i) not    
to disclose or exploit any of the Company's Confidential Information (as        
defined therein), (ii) to assign to the Company all inventions or               
improvements made by the executive in the course of his employment with the     
Company, and (iii) not to compete with the Company for a six month period       
after the completion of his term of employment with the Company.  During the    
six month non-competition period, the executive is entitled under German law    
to receive half of his monthly salary.                                          

Termination Agreement with Mr. Nichols                                          

In July 2000 the Company entered into a termination agreement with Curtis       
Nichols, under which he was entitled to receive his base compensation through   
December 2000 and continuation of his medical benefits through November 2000.   
Upon execution of this termination agreement, the stock options that were       
awarded to Mr. Nichols were immediately forfeited.  Finally, Mr. Nichols        
signed, and remains bound by, an employee patent and secrecy agreement, which   
was executed upon his commencing employment with the Company in June 1999.      

Stock Performance Graph                                                         

The following graph presents the one-year total return for Rofin-Sinar          
Technologies Inc. Common Stock compared with the NASDAQ Stock Market Index      
and the S&P Technology Sector Index.  Rofin-Sinar selected these comparative    
groups due to industry similarities and the fact that they contain several      
direct competitors.                                                             

The graph assumes that the value of the investment in Rofin-Sinar               
Technologies Inc. Common Stock, the NASDAQ Stock Market Index, and the S&P      
Technology Sector Index each was $100 on September 26, 1996 (for Rofin-Sinar    
Technologies Inc. Common Stock) and August 31, 1996, (the most current          
published date preceding the date of the Company's initial public offering,     
for the NASDAQ Stock Market index and the S&P Technology Sector index), and     
that all dividends were reinvested.  The S&P Technology Sector Index is         
weighted by market capitalization.                                              
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EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC                     

Quarter        Rofin-Sinar            NASDAQ Stock       S&P Technology       
End       Technologies Inc.         Market Index        Sector Index      
-------     ----------------          ------------       --------------       
8/31/96                                    100                 100            
9/26/96           100                                                         
9/30/96           114                      108                 111            
12/31/96          124                      113                 126            
3/31/97           154                      107                 127            
6/30/97           201                      126                 154            
9/30/97           176                      148                 181            
12/31/97          128                      139                 159            
3/31/98           203                      162                 191            
6/30/98           187                      167                 207            
9/30/98            99                      150                 204            
12/31/98           99                      195                 274            
3/31/99            71                      218                 307            
6/30/99            82                      239                 342            
9/30/99            67                      244                 357            
12/31/99           75                      362                 480            
3/31/00           126                      407                 543            
6/30/00           132                      354                 494            
9/30/00           105                      326                 427            

 PROPOSAL TWO:
INDEPENDENT PUBLIC ACCOUNTANTS  

The Board of Directors recommends the appointment of KPMG LLP, Independent      
Auditors for the Company since fiscal year 1994, to serve in the same           
capacity for the fiscal year ending September 30, 2001, and is asking the       
stockholders to ratify this appointment.  The affirmative vote of a majority    
of the shares represented and voting at the Annual Meeting is required to       
ratify the selection of KPMG LLP.  Unless otherwise instructed, the proxy       
holder will vote the proxies received for the ratification of KPMG LLP as the   
independent auditors for fiscal 2001.                                           

In the event the stockholders fail to ratify the appointment, the Board of      
Directors will reconsider its selection.  Even if the selection is ratified,    
the Board of Directors in its discretion may direct the appointment of a        
different independent auditing firm at any time during the year if the Board    
of Directors believes that such a change would be in the best interests of      
the Company and its stockholders.                                               

A representative of KPMG LLP will not be present at the meeting; however, the   
Company's Independent Auditors will be available via telephone conferencing     
to respond to appropriate questions.                                            

Recommendation of the Board of Directors Concerning the Election of             
Independent Public Accountants                                                  

The Board recommends a vote FOR ratification of the appointment of KPMG LLP     
as the Company's independent auditor for the current fiscal year.               

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EXPENSES OF SOLICITATION    

All expenses incurred in connection with the solicitation of proxies will be    
borne by the Company.  The Company will request brokerage houses, custodians,   
fiduciaries and nominees to forward proxy materials to their principals and     
will reimburse them for their reasonable expenses in doing so.  The Company     
expects to retain assistance in proxy solicitation, the expenses for which      
are not expected to exceed $30,000.  Solicitation may also be undertaken by     
mail, telephone and personal contact by directors, officers and employees of    
the Company without additional compensation.                                    

The Bank of New York, the Company's transfer agent and registrar, will          
receive and tabulate proxies.                                                   

STOCKHOLDERS' PROPOSALS               

Proposals of stockholders intended to be presented at the 2002 Annual Meeting   
of Stockholders must be received by the Company on or before Friday,            
September 28, 2001, to be eligible for inclusion in the Company's proxy         
statement and proxy relating to that meeting.  Proposals should be addressed    
to Cindy Denis, Secretary, Rofin-Sinar Technologies Inc., 45701 Mast Street,    
Plymouth, Michigan 48170.                                                       

Under the Company's Certificate of Incorporation and By-Laws, stockholders      
desiring to nominate persons for election as directors or bring other           
business before the annual meeting must deliver or mail a notice to the         
Secretary that must be received at the principal executive offices of the       
Company not less than 60 days nor more than 90 days prior to the anniversary    
date of the immediately preceding annual meeting of stockholders; provided,     
however, that in the event that the annual meeting is called for a date that    
is not within 30 days before or after such anniversary date, notice by the      
stockholder in order to be timely must be so received not later than the        
close of business on the tenth day following the day on which such notice of    
the date of the annual meeting is mailed or such public disclosure of the       
date of the annual meeting is made, whichever first occurs.  Stockholders'      
notices must contain the specific information set forth in the Certificate of   
Incorporation and the By-Laws.  Stockholders will be furnished a copy of the    
Company's Certificate of Incorporation and By-Laws without charge upon          
written request to the Secretary of the Company.                                

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OTHER INFORMATION   

The Company knows of no other matters which will be presented for               
consideration at the Annual Meeting.  If any other matters or proposals         
properly come before the meeting, including voting for the election of any      
person as a Director in place of a nominee named herein who becomes unable to   
serve or for good cause will not serve, and voting on proposals omitted from    
the proxy statement pursuant to the rules of the Securities and Exchange        
Commission, it is intended that proxies received will be voted in accordance    
with the discretion of the proxy holders.                                       

The Annual Report to Stockholders of the Company for the fiscal year ended      
September 30, 2000, which includes financial statements, is enclosed.  The      
Annual Report does not form any part of the material for the solicitation of    
proxies.                                                                        

Any stockholder who desires a copy of the Company's 2000 Annual Report on       
Form 10-K filed with the Securities and Exchange Commission may obtain a copy   
(excluding exhibits) without charge by addressing a written request to the      
Secretary, Rofin-Sinar Technologies Inc., 45701 Mast Street, Plymouth,          
Michigan 48170.                                                                 

                              By Order of the Board of Directors

           /S/ Peter Wirth
                       ---------------------------
       Peter Wirth
                  Chairman of the Board,
         President and
                   Chief Executive Officer

Plymouth, Michigan                                                              
January 29, 2001                                                                

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ROFIN-SINAR TECHNOLOGIES INC.           

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS     

The undersigned hereby appoints Peter Wirth and Cindy Denis as Proxies,         
each with the power to appoint his substitute, and hereby authorizes each of    
them to represent and to vote, as designated below, all the Common Shares of    
Rofin-Sinar Technologies Inc. which the undersigned is entitled to vote at      
the Annual Meeting to be held on March 22, 2001 or any adjournment thereof.     

This proxy will be voted as directed. If no direction is indicated, this        
proxy will be voted FOR proposals 1 and 2.                                      

1.  Election of Directors:                                                      
 For Election to Term Expiring in 2004:  Carl F. Baasel and Gary K. Willis

/ / For         / / Withheld        / / Exceptions *                    

* Exceptions                                                            
-----------------------                       

To vote your shares for all Director nominees, mark the "For" box on    
item 1.  To withhold voting for all nominees, mark the "Withheld" box.  
 If you do not wish your shares voted "For" a particular nominee, mark the
"Exceptions" box and enter the name(s) of the exception(s) in the space 
provided.                                                               

2.  Proposal to ratify the appointment of KPMG LLP as the Company's             
independent accountants for the fiscal year ending September 30, 2001.  

/ / For         / / Against         / / Abstain                         

3.  In their discretion, the Proxies are authorized to vote upon such other     
further business, if any, as lawfully may be brought before the meeting.

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                                                            Appendix A
ROFIN- SINAR TECHNOLOGIES INC.          
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER            

Purpose                                                                         

The purpose of the Audit Committee is to assist the Board of Directors of the   
Company in fulfilling its responsibilities to oversee the Company's financial   
reporting process, including monitoring the integrity of the Company's          
financial statements and the independence and performance of the Company's      
internal and external auditors.                                                 

It is the responsibility of executive management of the Company to prepare      
financial statements in accordance with generally accepted accounting           
principles and of the Company's independent auditors to audit those financial   
statements.  The Audit Committee's responsibility is one of oversight and in    
carrying out its responsibility, the Audit Committee is not providing any       
expert or other special assurance as to the Company's financial statements.     

Membership Requirements                                                         

The Audit Committee shall be comprised of that number of directors as the       
Board of Directors shall determine from time to time, such numbers not to be    
less than three (3) in accordance with the Resolution by the Board of           
Directors, each of which Directors shall meet all applicable requirements of    
the Audit Committee Policy of the NASDAQ with respect to independence,          
financial literacy, accounting or related financial expertise, and any other    
matters required by the Exchange.  The members of the Audit Committee,          
including the Chair thereof, shall be appointed annually by the Board of        
Directors.                                                                      

Authority                                                                       

In discharging its oversight responsibilities, the Audit Committee shall have   
unrestricted access to the Company's management, books and records and the      
authority to retain outside counsel, accountants or other consultants at the    
Audit Committee's sole discretion.                                              

Responsibilities                                                                

The following are the general responsibilities of the Audit Committee and are   
set forth only for its guidance.  The Audit Committee may diverge from these    
responsibilities and may assume such other responsibilities, as it deems        
necessary or appropriate in carrying out its oversight functions.  The Audit    
Committee shall:                                                                

-  propose to the Board of Directors annually the appointment of the      
   independent auditors who shall be accountable to the Board of Directors
and the Audit Committee;                                            

-  determine whether to recommend to the Board of Directors that          
  the Company's financial statements be included in its Annual Report on
 Form 10-K for filing with the Securities and Exchange Commission.  To
carry out this responsibility, the Audit Committee shall:           

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-  review and discuss the audited financial statements with         
management and the independent auditors;                      

-  discuss with the independent auditors the matters required       
by Statement on Auditing Standards No. 61;                    

-  review and discuss with the independent auditors the written     
     disclosures required by Independence Standards Board Standard No. 1
     regarding their independence and, where appropriate, recommend that
   the Board of Directors take appropriate action in response to the
    disclosures to satisfy itself of the independence of the Company's
independent auditors; and                                     

-  based upon the reviews and discussions, issue its report for     
inclusion in the Company's proxy statement;                   

-  review and discuss with management the Company's interim financial     
statements to be included in the Company's quarterly reports to be  
filed with the Securities and Exchange Commission;                  

-  oversee the functioning of the Internal Audit  Review, including       
its organization, its charter, staffing, budget and work plans and  
review periodic reports prepared by such organization;              

-  meet privately with the independent auditors and with the head         
of the Internal Audit Department to review the Company's accounting 
 practices, internal accounting controls and such other matters as the
Audit Committee deems appropriate;                                  

-  regularly report to the Board of Directors its conclusions with        
respect to the matters that the Audit Committee has considered;     

-  review all related party transactions and all potential conflict       
of interest situations; and                                         

-  review and reassess the adequacy of this Charter annually and submit   
it to the Board of Directors for approval.                          

Committee Action                                                                

Action to be taken by the Audit Committee in the discharge of its               
responsibilities shall require approval of at least two of the three member     
of the committee.                                                               

Meetings                                                                        

Subject to the resolutions of the Board, the Audit Committee shall meet at      
least one time annually, at such time that the Chairman of the Audit            
Committee shall designate.  The Audit Committee may meet more frequently if     
communications required under SAS 61 are initiated by the independent           
auditors, if the Chairman of the Committee deems it to be necessary or          
advisable or if any applicable rule or regulation requires the Audit            
Committee to do so.                                                             

January 19, 2001                                                                
Rofin-Sinar Technologies Inc.                                                   
Board of Directors

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	8/31/96	21
	9/26/96	21
	9/30/98	18		10-K
	9/30/99	18		10-K
	7/12/00	18
For The Period Ended	9/30/00	10	24	10-K/A, 10-K, DEF 14A
	12/20/00	12
	12/31/00	20		10-Q
	1/1/01	13
	1/19/01	27
	1/26/01	3	4
	1/29/01	2	24
Filed On / Filed As Of	1/30/01
	3/22/01	2	25
	9/28/01	23
	9/30/01	3	25	DEF 14A, 10-K

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Rofin Sinar Technologies Inc · DEF 14A · For 9/30/00

Filed On 1/30/01 12:14pm ET · SEC File 0-21377 · Accession Number 1019361-1-2

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents