AstroPower CEO, CFO Resign

With a stock price below US$3.00 and amidst threats that the stock will be delisted from the NASDAQ exchange for failure to release an earnings statement, AstroPower President and CEO Allen M. Barnett, and CFO Thomas J. Stiner resigned as officers of the company on Friday, May 23, 2003.

Newark, Delaware – May 27, 2003 [] They will continue to serve as directors of the company. It is also contemplated that Stiner will remain with the company in a consulting capacity during the transition to new management. In addition, Peter Aschenbrenner, AstroPower’s former Vice-President, Sales and Marketing, has left the Company. The company’s Board of Directors has authorized an immediate search for a new CEO and CFO of the company. Until such time as a new CEO and CFO have been hired, the independent directors shall assume the responsibility of running the day-to-day business of the company. Dr. George W. Roland was appointed acting CEO of the company and Gilbert Steinberg was appointed acting CFO of the company. Dr. Jeff Edington was appointed acting technology officer and Clare Nordquist was appointed as director of Special Projects, the first of which is implementing the search for a new CEO and CFO. Director Gilbert Steinberg was also elected as a non-executive Chairman of the Company’s Board of Directors. Director Gilbert Steinberg thanked Barnett and Stiner for their past efforts on behalf of the Company. Barnett has been involved with energy-related technology issues and conservation programs for more than 30 years. He is a founder of AstroPower and has served as President and Chief Executive Officer and as a director since 1989. Stiner has been with the company since 1993, serving as AstroPower’s Chief Financial Officer since December 1997 and as Senior Vice President since January, 2000. He was elected as a Director in May 2002. Roland previously served as President and Chief Executive Officer of AstroPower’s Solar Power Business from 1996 to December 31, 1998, at which time he retired as an officer and employee and has served as a director since 1997. Roland has also served as President of Siemens Solar Industries, L.P., an affiliate of Siemens Corporation. Roland began his industry careerin 1968 as a research and development engineer at Westinghouse Electric Corporation’s Research and Development Center in Pittsburgh, Pennsylvania. Roland has been awarded 15 U.S. patents and has authored numerous technical publications throughout his career. Roland received a B.S. in Geology from Acadia University and a Ph.D. in Geological Science from Lehigh University. Steinberg has served as a director of AstroPower since 1989. He was Vice President and Chief Financial Officer of Astrosystems, Inc., a manufacturer of electronic, electromechanical and power conversion devices until February 1996. Steinberg received a B.S. in Industrial Engineering from the Massachusetts Institute of Technology and an M.S. in mathematics from Adelphia College. Edington has served as a director of AstroPower since 2001. He is aninternational executive, manager and technologist and has worked in theUnited Kingdom and North America. He was Executive Director, Technology and member of the Board of Directors of Corus plc (formerly British Steel) where he was responsible for that company’s process and product technology, the environment and information technology. He also was Vice President, Research and Technology of Alcan Aluminum Limited and President of Alcan International Limited, both located in Montreal, Canada, where he was responsible for product and process technology. Previously, Edington was Professor and Chairperson of the Materials and Metallurgy Faculty, College of Engineering, University of Delaware. Edington earned his B.S. at the University of Birmingham (UK) in 1960, and his Ph.D. at the same universityin 1963. Nordquist has served as a director of AstroPower since 1995. He served as the managing director of Materia Ventures, a venture capital fund focused on advanced materials technologies until its successful windup last year. He is currently a consultant to Advent International, one of the world’s largest private equity groups, focusing his efforts on their recently raised energy technologies fund. Nordquist is a director of Cascadia Capital, a northwest based boutique investment firm, is on the board NSA, Inc a Colorado company with seismic imaging technologies that provide added value to tunnel drilling and mining companies, and is Acting CEO of Harmonics, Inc a Seattle-based materials technology startup. Nordquist serves as a Commissioner for the Port of Seattle and is Chair of the Bellevue Convention Center Board. He received a B.S. in Ceramic Engineering from the University of Washington and an M.B.A. from the University of Denver. As previously announced, the company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2002. The company has required additional time to gather and evaluate data relating to 2002 revenue recognition matters. AstroPower anticipates that once this process is completed, it will restate certain 2002 quarters, and may make adjustments having an impact on the first quarter of 2003. At this time the company is not yet able to estimate the amount or periods of such restatement or adjustments. Certain revenue recognition matters may also affect the reported results for 2001, but at this time the company is not yet able to estimate that impact, if any. In addition, until such time as the company has an audited balance sheet for the year ended December 31, 2002, upon which the preparation of a balance sheet for the quarter ended March 31, 2003 is dependent, AstroPower will be unable to file its Quarterly Report on Form 10-Q for the first quarter of 2003. The company is continuing to work with its auditors, KPMG LLP, to complete the 2002 audit. On May 22, 2003, representatives of the company appeared before a Nasdaq Qualification Hearing Panel regarding the company’s request for continued listing on the Nasdaq National Market. This hearing follows the receipt of a Nasdaq Staff Determination to delist the company’s common stock from the Nasdaq National Market as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2002, with the Securities and Exchange Commission. A decision is not expected for several weeks and there is no assurance that the outcome of the hearing will be favorable.
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