Edgar Filing: SPIRE CORP

SPIRE CORPORATION
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396

NOTICE OF SPECIAL MEETING IN LIEU OF
2008 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Special Meeting in Lieu of 2008 Annual
Meeting of Stockholders ("Meeting") of Spire Corporation ("Company") will be
held at Spire Corporation, One Patriots Park, Bedford, Massachusetts, on
Thursday, May 22, 2008, at 10:00 a.m., to consider and act upon the following:

1. To fix the number of directors at eight and to elect seven directors to
serve for one year, leaving one vacancy; and

2. To transact such other business as may properly come before the Meeting.

Stockholders owning Company shares at the close of business on March 28,
2008, are entitled to receive notice of and to vote at the Meeting.

All stockholders are cordially invited to attend the Meeting.

By Order of the Board of Directors,

/s/ Michael W. O'Dougherty

Michael W. O'Dougherty
SECRETARY

Bedford, Massachusetts
April 15, 2008

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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING AND IN ORDER TO ASSURE THAT
YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED
PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
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SPIRE CORPORATION
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396

PROXY STATEMENT

SPECIAL MEETING IN LIEU OF
2008 ANNUAL MEETING OF STOCKHOLDERS

MAY 22, 2008

The Board of Directors of Spire Corporation is soliciting proxies for the
Special Meeting in Lieu of 2008 Annual Meeting of Stockholders ("Meeting"). This
Proxy Statement contains important information for you to consider when deciding
how to vote on the matters brought before the Meeting. The Meeting will be held
on Thursday, May 22, 2008. This Proxy Statement, proxy card and the 2007 Annual
Report and Form 10-K are being mailed to the stockholders on or about April 15,
2008.

PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

Spire Corporation's By-Laws provide for a minimum of three directors with
the exact number to be voted on by the stockholders at the Meeting. The Board of
Directors has recommended for this Meeting that the number of directors be fixed
at eight and has nominated seven persons for election as directors as noted
below, leaving one vacancy. Each director will hold office until the next Annual
Meeting of Stockholders (or Special Meeting in Lieu of Annual Meeting of
Stockholders) and until his successor is duly elected by the stockholders. For
information regarding the independence of the Company's directors, see "Meetings
and Committees of the Board" below.

Unless otherwise instructed, the persons named in the proxy will vote to
fix the number of directors at eight and to elect the seven nominees named below
as directors, leaving one vacancy. Although the Board does not contemplate that
any of the nominees will be unavailable to serve as a director, should any
unexpected vacancies occur, the enclosed proxy will be voted for such
substituted nominees, if any, as may be designated by the Board. In no event
will the proxy be voted for more than seven directors.

All of the nominees are currently directors. Set forth below is information
about each nominee:

Name Age Position with Company Director Since
----------------------- ----- ------------------------------------------------------------- ----------------

Udo Henseler 68 Director and Chairman, Audit Committee 1992
David R. Lipinski 56 Director and Member, Compensation Committee 2001
Mark C. Little 46 Director and Chief Executive Officer, Spire Biomedical 2004
Roger G. Little 67 Chairman of the Board, Chief Executive Officer and President 1969
Michael J. Magliochetti 44 Director and Member, Audit Committee 2002
Guy L. Mayer 56 Director and Chairman, Compensation Committee and
Member, Audit Committee 2001
Roger W. Redmond 54 Director and Member, Compensation Committee 1991

UDO HENSELER, PH.D., is currently the President and principal/owner of
Management Services International ("MSI"), a private business initiated in 1994.
MSI provides business development services for biotechnology and life sciences
firms at various stages of their corporate evolution. From 2002 to 2005, Dr.
Henseler was the Chief Executive Officer and Chairman of eGene, Inc., a publicly
traded biotechnology company, and further served as a Director in 2006. Dr.
Henseler has over forty years' combined global public and private company
financial and operations leadership experience mainly in the biopharmaceutical
and life sciences sectors, including positions as Director, Board Chairman,
Chief Executive Officer, Chief Financial Officer, Executive Vice President, and
memberships and Chairman of various Board committees. Dr. Henseler earned a B.A.
in Germany, an MBA from Fairleigh Dickinson University in New Jersey, and
Master's and Ph.D. degrees from the Claremont Graduate University in Claremont,
California. Dr. Henseler is also a Certified Public and Certified Management
Accountant. He currently serves as Director of RTI Biologics, Inc. (formerly
Regeneration Technologies, Inc.) and VentriPoint Diagnostics, Ltd. Prior to it
being acquired by RTI Biologics, Inc. in February 2008, Dr. Henseler served as a
Director and Chairman of the Audit Committee of Tutogen Medical, Inc.

DAVID R. LIPINSKI is currently a consulting engineer with WorleyParsons
Limited, a provider of professional services to the energy, resource and complex
industries. Since 2002, he has been an independent consultant in management and
finance. From September 2004 to October 2005, he was Assistant Vice President,
Business Development Group of Fifth Third Bank. Previously from August 2003 to
May 2004, Mr. Lipinski was Vice President of Corporate Development of Spire
Corporation and from August 2003 until November 2003, he was Chief Financial
Officer. From 2000 to 2002, he was the Vice President for Corporate Development
of Stratos Lightwave, Inc., a manufacturer of optoelectronic components and
interconnection products used in optical communications and data networking. Mr.
Lipinski is a director of Optelecom-NKF, Inc., a manufacturer of voice, video
and data communications modules. He is a registered Professional Engineer and a
Chartered Financial Analyst. He holds a B.S. in Physics from the United States
Naval Academy and an M.B.A. from the University of New Haven. Mr. Lipinski is a
retired Captain of the United States Naval Reserve.

MARK C. LITTLE joined the Company in 1994 as a Medical Device Engineer. He
was named Assistant General Manager, Biomedical, in March 1999; General Manager,
Spire Biomedical, in January 2000; Vice President and General Manager, Spire
Biomedical in November 2000; and Chief Executive Officer, Spire Biomedical in
June 2001. He holds a B.A. from Flagler College. Mr. Mark C. Little is the son
of Mr. Roger G. Little.

ROGER G. LITTLE was the founder of Spire Corporation in 1969, and has been
Chairman of the Board of Directors, Chief Executive Officer and President of the
Company. He has served on many committees and advisory boards related to small
business innovative research, the transfer and commercialization of technology,
the worldwide growth of the photovoltaics industry, and the development of sound
renewable energy policies. Mr. Little holds a B.A. in Physics from Colgate
University and a M.S. in Physics from the Massachusetts Institute of Technology.
Mr. Roger G. Little is the father of Mark C. Little.

MICHAEL J. MAGLIOCHETTI, PH.D., is currently President and Chief Executive
Officer of Claros Diagnostics, Inc., a point-of-care immunoassay diagnostic
technology firm. During 2006, he was an Entrepreneur-in-Residence at Oxford
Biosciences Partners. From 2003 to 2006, Dr. Magliochetti was President and CEO
of Rehab Medical Holdings, Inc., a company focused in orthopedics. Previously,
from 2000 to 2003, he was President and CEO of Hema Metrics Corporation, a
private medical technology company specializing in blood monitoring and
diagnostic products for dialysis. He holds B.S. and Ph.D. degrees in Chemical
Engineering from Northeastern University and the University of Massachusetts at
Amherst, respectively, and a High Technology M.B.A. from Northeastern
University.

GUY L. MAYER is currently President and a Director of RTI Biologics, Inc.
(formerly Regeneration Technologies, Inc.), a leader in the preparation of human
donated tissue and bovine tissue for transplantation with a commitment to
advancing science, safety and innovation. Prior to assuming this role in
February 2008, Mr. Mayer was Chief Executive Officer and Director of Tutogen
Medical, Inc., a leading manufacturer of sterile biological implant products
made from human (allograft) and animal (xenograft) tissue, until it was acquired
by RTI Biologics, Inc. in February 2008. From 2001 to November 2004, Mr. Mayer
served as Chairman and CEO of VisEn Medical, Inc., a private biotechnology
company focused on molecular imaging technologies. Prior to VisEn, he was from
1998 to 2001 President and CEO of ETEX Corporation, a private biomedical company
based in Cambridge, Massachusetts and from 1984 to 1998, he was with Zimmer
Inc., a leader in orthopedic implants where he last served as president Global
Products Group. Mr. Mayer is a 1974 Graduate of the University of Ottawa, and
currently serves on the Board of Directors of several public and private
companies.

ROGER W. REDMOND is currently Vice President and Sr. Investment Manager for
Wells Fargo & Company, a financial services firm. From July 2004 to July 2006,
Mr. Redmond was a Partner, Chief Investment Officer of Stillwater Investment
Management, LLC, an independent, registered investment advisory firm. Previously
from January 2002 to July 2004, Mr. Redmond was Senior Vice President of Windsor
Financial Group, LLC, an investment advisor firm. From June 1999 to December
2001, Mr. Redmond was a managing director of Goldsmith, Agio, Helms and Company,
a private investment banking firm specializing in representing sellers of
private, public and closely held companies. He was designated a Chartered
Financial Analyst in 1988. Mr. Redmond holds a B.S. in Chemistry from the
University of Arizona and an M.B.A. in Finance from the University of Minnesota.

The Board of Directors recommends a vote "FOR" fixing the number of
directors at eight and for electing the seven nominees listed above, leaving one
vacancy.

MEETINGS AND COMMITTEES OF THE BOARD

THE BOARD OF DIRECTORS

The Board of Directors of the Company held four meetings during 2007. Each
director then serving attended 75% or more of the aggregate of (1) the total
number of Board meetings, and (2) the total number of meetings of the
committee(s) of which he is a member, if any. The Company does not have a
written policy on board attendance at annual meetings of stockholders; however
it does schedule a board meeting immediately after the annual meeting (or
special meeting in lieu thereof) for which members attending receive
compensation. In 2007, all Board Members were present during the Special Meeting
held in Lieu of the 2007 Annual Meeting of Stockholders. The table below
describes the Board's committees.

Number of
Committee Meetings
Name Members in 2007 Principal Functions
--------- ---------------- --------- ----------------------------------
Audit U. Henseler 7 o Oversee the Company's auditing,
Committee M. Magliochetti accounting and financial
G. Mayer reporting processes.

o Appoint, compensate, evaluate
and, where appropriate, replace
independent accountants.

o Oversee the Company's
compliance with tax, legal and
regulatory requirements.

Compensation D. Lipinski 7 o Oversee and evaluate the and
Committee G. Mayer Company's compensation programs
R. Redmond compensation of its executives.

o Annually determine Chief
Executive Officer's base salary
and payments under the annual
incentive bonus program and
long-term deferred compensation
plan.

o Recommend or approve other
executive officers' compensation,
including annual performance
objectives.

o Recommend to the full Board of
Directors compensation of
Directors.

THE AUDIT COMMITTEE

The Board of Directors has determined that all members of the Audit
Committee are "independent," as independence for the Audit Committee members is
defined in the listing standards for the Nasdaq Stock Market. The Company's
Board of Directors has determined that Dr. Henseler, Chairman of the Audit
Committee, is an "audit committee financial expert" within the meaning of
applicable regulations of the Securities and Exchange Commission, based on Dr.
Henseler's business experience, as described on Page 1 of this Proxy Statement.
For further information regarding the Audit Committee, see the "Audit Committee
Report" beginning on Page 12 of this Proxy Statement.

THE NOMINATION PROCESS

The Company does not currently have a standing nominating committee or a
charter for the nomination process. The Company does not have a nominating
committee because it believes that obtaining opinions and advice from all
directors in connection with Board nominations enhances the nomination process.
Nominees for directors are recommended for the Board's selection by a majority
of the independent directors. The Board of Directors has determined that Drs.
Henseler and Magliochetti and Messrs. Lipinski, Mayer and Redmond are
"independent," as independence is defined in the listing standards for the
Nasdaq Stock Market. In March 2005, the Company adopted a Board resolution
addressing the nominations process, which provides substantially as follows:

1. A majority of the independent directors (the "Majority") shall identify
individuals believed to be qualified as candidates to serve on the Board
and shall recommend that the Board select the candidates for all
directorships to be filled by the Board or by the shareholders at an annual
or special meeting. In identifying candidates for membership on the Board,
the Majority shall take into account all factors it considers appropriate,
which may include strength of character, mature judgment, relevant skills
and the extent to which the candidate would fill a present need on the
Board.

2. The Majority shall conduct all necessary and appropriate inquiries into the
backgrounds and qualifications of possible candidates and, in that
connection, shall have sole authority to retain any search firm to be used
to assist it in identifying candidates to serve as directors.

3. The Majority shall review and make recommendations, as it deems
appropriate, regarding the size and composition of the Board in order to
ensure that the Board has the requisite expertise and that its membership
consists of persons with sufficiently diverse backgrounds. The Majority is
aware that one member of the Board should meet the criteria for an "audit
committee financial expert" as defined by SEC rules, and that a majority of
the members of the Board must be comprised of "independent directors" as
defined in the rules of the Nasdaq Stock Market. The Majority also believes
it appropriate for certain members of the Company's management to
participate as members of the Board.

4. The Majority will consider candidates for director recommended by
stockholders of the Company. There are no differences in the manner in
which the Majority evaluates director nominees recommended by stockholders.
Stockholders who wish to recommend director candidates should communicate
names of such candidates, with relevant information on their
qualifications, to the Secretary, at the address on the first page of this
Proxy Statement. The Secretary will forward copies of such stockholder
recommendations to the independent directors for their consideration.

As indicated above, the independent directors will consider candidates for
director recommended by stockholders of the Company. The procedures for
submitting stockholder recommendations are explained below under "Stockholder
Proposals" beginning on Page 14.

THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors is composed of three
members, all of whom satisfy the independence standards for Compensation
Committee members under the rules of the Nasdaq Stock Market, and operates under
a written charter. A copy of the Compensation Committee charter is not available
to stockholders on the Company's website. A copy of the Compensation Committee
Charter is attached as APPENDIX A to this Proxy Statement. For 2007, the
Committee was composed of Messrs. Mayer, CHAIRMAN, Lipinski and Redmond. Until
May 2007, Mr. Lipinski was not independent under the rules of the Nasdaq Stock
Market because within the past three years he was an employee of the Company (he
ceased employment with the Company in May 2004). However, the Board of Directors
determined that his membership on the Committee was required by the best
interests of the Company and its shareholders due to his experience with
compensation issues, and complies with the other requirements of the Committee's
charter. Beginning in May 2007, Mr. Lipinski was considered independent.

STOCKHOLDER COMMUNICATIONS TO THE BOARD

Stockholders may contact an individual director, the Board as a group, or a
specified Board committee or group, including the non-employee directors as a
group, by the following means:

Mail: Spire Corporation
One Patriots Park
Bedford, MA 01730-2396
Attn: Board of Directors

Each communication should specify the applicable addressee or addressees to
be contacted as well as the general topic of the communication. The Company will
initially receive and process communications before forwarding them to the
addressee. The Company generally will not forward to the directors a stockholder
communication that it determines to be primarily commercial in nature or relates
to an improper or irrelevant topic, or that requests general information about
the Company.

COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission reports of ownership and changes in ownership of common
stock and other equity securities of the

Company. Officers, directors and greater than 10% shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.

Based solely on review of the copies of such reports furnished to the
Company or written or oral representations that no other reports were required,
the Company believes that during 2007, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with.

OWNERSHIP OF SECURITIES

The following table below shows how the Company's common stock is owned by
the Company's directors and the executive officers named in the Summary
Compensation Table under "Compensation of Officers and Directors" and by owners
of more than 5% of the Company's outstanding common stock as of March 3, 2008.
Each person or entity, except Federated Investors, Inc. and Quercus Trust,
maintains a mailing address c/o Spire Corporation, One Patriots Park, Bedford,
Massachusetts 01730-2396.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Amount and Nature
of Beneficial Percent of
Name and Address of Beneficial Owner Ownership(1)(2) Common Stock(3)
---------------------------------------- ------------------- -----------------

Udo Henseler (4) 7,250 *
Rodger W. LaFavre (5) 35,500 *
David R. Lipinski (6) 14,078 *
Mark C. Little (7) 142,050 1.7%
Roger G. Little (8) 2,181,255 26.2%
Michael J. Magliochetti (9) 9,752 *
Guy L. Mayer (10) 12,878 *
Roger W. Redmond (11) 20,378 *
Federated Investors, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779 (12) 696,676 8.4%
Quercus Trust
1835 Newport Boulevard, A109-PMB 467
Costa Mesa, CA 92627 (13) 1,037,043 12.5%
Directors and officers as a group
(10 persons on March 3, 2008 including
those named above) 2,455,891 29.5%

--------------------
* Less than 1%

(1) Includes shares for which the named person:

o has sole voting and investment power, or

o has shared voting and investment power with his spouse, unless
otherwise indicated in the footnotes.

(2) Includes shares that can be acquired through stock option exercises through
May 2, 2008.

(3) Based on 8,321,188 shares of common stock outstanding as of March 3, 2008.
Shares of common stock which an individual or group has a right to acquire
within 60 days are deemed to be outstanding for purposes of computing the
percentage ownership of such individual or group, but are not deemed to be
outstanding for purposes of computing the percentage ownership of any other
person shown on the table.

(4) Includes 7,250 shares that can be acquired through stock option exercises
through May 2, 2008.

(5) Includes 35,500 shares that can be acquired through stock option exercises
through May 2, 2008. Amount does not include 56 unitized shares indirectly
held by the Spire Corporation 401(k) Profit Sharing Plan.

(6) Includes 14,078 shares that can be acquired through stock option exercises
through May 2, 2008.

(7) Includes 44,250 shares that can be acquired through stock option exercises
through May 2, 2008. Also includes 4,065 shares that are held by spouse,
with respect to which Mr. Mark Little disclaims beneficial ownership, and
1,115 shares held by Mr. Mark Little as custodian for his minor son. Amount
does not include 1,396 unitized shares indirectly held by the Spire
Corporation 401(k) Profit Sharing Plan.

(8) Includes 2,152,355 shares of common stock held in a Trust of which Mr.
Roger G. Little is the primary beneficiary. Mr. Little is the Chairman of
the Board, Chief Executive Officer and President of the Company. Amount
does not include 19,893 unitized shares indirectly held by the Spire
Corporation 401(k) Profit Sharing Plan.

(9) Includes 9,752 shares that can be acquired through stock option exercises
through May 2, 2008.

(10) Includes 12,878 shares that can be acquired through stock option exercises
through May 2, 2008.

(11) Includes 20,378 shares that can be acquired through stock option exercises
through May 2, 2008.

(12) All information relating to beneficial ownership of common stock was
obtained from the Schedule 13G/A, Amendment No. 2 filed on February 12,
2008, filed with the Securities and Exchange Commission, filed by Federated
Investors, Inc. (the "Parent"), the parent holding company of Federated
Equity Management Company of Pennsylvania and Federated Global Investment
Management Corp., which acts as investment advisers to registered
investment companies and separate accounts that own shares of common stock
in Spire Corporation. The investment advisers are wholly owned subsidiaries
of FII Holdings, Inc., which is wholly owned subsidiary of Federated
Investors, Inc., the Parent. All of the Parent's outstanding voting stock
is held in the Voting Shares Irrevocable Trust (the "Trust") for which J.
Christopher Donahue, John F. Donahue and Rhodora J. Donahue act as trustees
(collectively, the "Trustees"). The Trustees have joined in filing because
of the collective voting control that they exercise over the Parent. In
accordance with Rule 13d-4 under the Securities Act of 1934, as amended,
the Parent, the Trust, and each of the Trustees declare that Schedule 13G
statement should not be construed as an admission that they are the
beneficial owners of the reported securities, and the Parent, the Trust,
and each of the Trustees expressly disclaim beneficial ownership of the
reported securities. These shares were purchased for investment purposes.

(13) All information relating to beneficial ownership of common stock was
obtained from the Schedule 13D/A, Amendment No. 6 dated February 19, 2008,
as well as a subsequent Form 4 filed on February 26, 2008, all filed with
the Securities and Exchange Commission, jointly filed by The Quercus Trust,
David Gelbaum, as co-trustee of The Quercus Trust, and Monica Chavez
Gelbaum, as co-trustee of The Quercus Trust. These shares were purchased by
The Quercus Trust for investment purposes.

EXECUTIVE OFFICERS

The following table provides information on the executive officers of the
Company. All the executive officers have been elected to serve until the Board
meeting following the next annual meeting of stockholders (or Special Meeting in
Lieu thereof) and until their successors have been elected and qualified.

Name Age Position
------------------ ----- ---------------------------------------------

Christian Dufresne 44 Chief Financial Officer and Treasurer
Stephen J. Hogan 56 Executive Vice President and General Manager,
Spire Solar
Rodger W. LaFavre 58 Chief Operating Officer
Mark C. Little 46 Chief Executive Officer, Spire Biomedical
Roger G. Little 67 Chairman of the Board, Chief Executive Officer
and President

CHRISTIAN DUFRESNE, PH.D. joined the Company in 2000 as Assistant to the
Chief Executive Officer and President. He was named Chief Financial Officer of
Spire Biomedical in June 2002, Vice President, Corporate Planning in 2005 and
appointed Chief Financial Officer and Treasurer in May 2006. Prior to joining
Spire, Dr. Dufresne was a consultant for Stratford Associates, a market research
firm that performs economic market modeling for Fortune 500 companies.

STEPHEN J. HOGAN joined the Company in 1984 as Manager, Process
Development. He was named Sales Manager, Photovoltaic Equipment, in 1988;
Manager, Engineering and Manufacturing in 1990; Director of Photovoltaic
Business Development in March 1997; Vice President and General Manager,
Photovoltaics, in November 1997; and Executive Vice President and General
Manager, Spire Solar in November 2000.

RODGER W. LAFAVRE joined the Company in 2000 as Vice President, Utility
Marketing of Spire Solar Operations. He was named Vice President and Chief
Financial Officer of Spire Solar in June 2002, and Chief Operating Officer of
Spire Solar in November 2002 and Chief Operating Officer of Spire Corporation in
February 2005. Prior to joining Spire, Mr. LaFavre was Vice President of Stone &
Webster Engineering Corporation, a worldwide engineering and construction
company, where he was responsible for business development, corporate planning
and the Asia subsidiary.

MARK C. LITTLE is Chief Executive Officer, Spire Biomedical. His business
experience is summarized on Page 2.

ROGER G. LITTLE has an ongoing five-year employment contract with the
Company effective as of January 1, 2002. See "Compensation of Officers and
Directors - Employment Contracts, Termination of Employment and
Change-in-Control Arrangements." His business experience is summarized on Page
2.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions
--------------------------

The Company subleased 77,000 square-feet in a building leased by Mykrolis
Corporation, who in turn leased the building from SPI-Trust, a Trust of which
Mr. Roger G. Little, Chairman of the Board, Chief Executive Officer and
President of the Company, is the sole trustee and principal beneficiary. The
1985 sublease originally was for a period of ten years, was extended for a
five-year period expiring on November 30, 2000 and was further extended for a
five-year period expiring on November 30, 2005. The sublease agreement provided
for minimum rental payments plus annual increases linked to the consumer price
index. Effective December 1, 2005, the Company entered into a two-year Extension
of Lease Agreement (the "Lease Extension") directly with SPI-Trust.

The Company assumed certain responsibilities of Mykrolis, the tenant under
the former lease, as a result of the Lease Extension including payment of all
building and real estate related expenses associated with the ongoing operations
of the property. The Company will allocate a portion of these expenses to
SPI-Trust based on pre-established formulas utilizing square footage and actual
usage where applicable. These allocated expenses will be invoiced monthly and be
paid utilizing a SPI-Trust escrow account of which the Company has sole
withdrawal authority. SPI-Trust is required to maintain three (3) months of its
anticipated operating costs within this escrow account. On December 1, 2006, the
Company and SPI-Trust amended the Lease Extension to include the lease of an
additional 15,000 square feet from SPI-Trust for a one-year term.

On November 30, 2007, the Company entered into a new Lease Agreement (the
"New Lease") with SPI-Trust with respect to 144,230 square feet of space
comprising the entire building in which the Company has occupied since December
1, 1985. The term of the New Lease commenced on December 1, 2007 and continues
for five years until November 30, 2012. The Company has the right to extend the
term of the New Lease for an additional five (5) year period. The annual rental
rate for the first year of the New Lease is $12.50 per square foot on a triple
net basis, whereby the tenant is responsible for operating expenses, taxes and
maintenance of the building. The annual rental rate increases on each
anniversary by $0.75 per square foot. If the Company exercises its right to
extend the term of the New Lease, the annual rental rate for the first year of
the extended term will be the greater of (a) the rental rate in effect
immediately preceding the commencement of the extended term or (b) the market
rate at such time, and on each anniversary of the commencement of the extended
term the rental rate will increase by $0.75 per square foot. The Company
believes that the terms of the New Lease are commercially reasonable.

Rent expense under the New Lease and the Lease Extension, as amended, for
the year ended December 31, 2007 was $1,415,000. In connection with the Lease
Extension, as amended, the Company was invoiced and paid certain SPI-Trust
related expenses, including building maintenance and insurance. The Company
invoiced SPI-Trust on a monthly basis and SPI-Trust reimbursed the Company for
all such costs.

In conjunction with the May 2003 acquisition of Bandwidth Semiconductor,
LLC (now known as Spire Semiconductor, LLC) by the Company, SPI-Trust, purchased
from Stratos Lightwave, Inc. (Spire Semiconductor's former

owner) the building that Spire Semiconductor occupies in Hudson, New Hampshire
for $3.7 million. Subsequently, the Company entered into a lease for the
building (90,000 square feet) with SPI-Trust whereby the Company agreed to pay
$4.1 million to SPI-Trust over an initial five-year term expiring in 2008 with a
Company option to extend for five years. In addition to the rent payments, the
lease obligates the Company to keep on deposit with SPI-Trust the equivalent of
three months rent ($304,000 as of December 31, 2007). The lease agreement does
not provide for a transfer of ownership at any point. Interest costs were
assumed at 7%. For the year ended December 31, 2007, interest expense was
approximately $76,000.

Edward D. Gagnon, General Manager of the Company's subsidiary, Spire
Semiconductor, LLC, is a son-in-law of Roger G. Little, Chairman of the Board,
Chief Executive Officer and President of the Company. For the year ended
December 31, 2007, Mr. Gagnon received salary and bonus of $160,702, incentive
stock options to purchase 5,000 shares of Spire common stock at an exercise
price of $9.60 per share with a grant date fair value of $29,097 (computed in
accordance with FAS 123(R)), and had value realized of $178,946 from the sale of
Spire common stock acquired through the exercise of incentive stock options.

COMPENSATION OF OFFICERS AND DIRECTORS

The following table describes the compensation awarded to the Chief
Executive Officer and the Company's two most highly compensated executive
officers of the Company (other than the CEO) who were serving as executive
officers on December 31, 2007 (the "named executive officers"):

SUMMARY COMPENSATION TABLE

Annual Compensation
--------------------------------------------------------------------------------
Non-Equity
Incentive Non-Qualified
Option Plan Deferred All Other
Name & Salary Bonus Awards Compensation Compensation Compensation Total
Principal Position Year ($)(1) ($) ($)(3) ($)(2) Earnings($) ($)(4) ($)
------------------------------ ------ -------- ------- -------- ------------ ------------- ------------ --------

Roger G. Little 2007 $493,000 $4,700 -- $24,300 -- $8,268 $530,268
Chairman of the Board, CEO & 2006 $487,000 $4,450 -- $59,250 -- $7,620 $558,320
President

Rodger W. LaFavre 2007 $175,000 $13,000 $26,627 -- -- $2,680 $217,307
Chief Operating Officer 2006 $150,000 $6,000 $12,131 -- -- $2,580 $170,711

Mark C. Little 2007 $155,000 $8,000 $22,931 -- -- $12,283 $198,214
CEO, Spire Biomedical 2006 $145,000 $4,000 $17,301 -- -- $3,728 $170,029

(1) For Mr. Roger G. Little, salary includes payment of $250,000 under a
non-qualified deferred compensation plan paid on behalf of Mr. Little for
2006 and 2007. See "Non-Qualified Deferred Compensation Plan" below.

(2) In 2008, Mr. Roger G. Little received a bonus of $24,300 as a percentage of
his annual incentive bonus program for the year ended December 31, 2007. In
2007, Mr. Roger G. Little received a bonus of $59,250 as a percentage of
his annual incentive bonus program for the year ended December 31, 2006.

(3) The amounts in this column reflect the dollar amount recognized for
financial statement reporting purposes for the fiscal year ended December
31, 2007, in accordance with FAS 123(R) and thus includes amounts from
awards granted in and prior to 2007. Assumptions used in the calculation of
these amounts are included in Note 9 in the notes to the Company's audited
consolidated financial statements for the fiscal year ended December 31,
2007 included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 2008.

(4) Includes compensation for premiums paid by the Company on term life
insurance policies provided to all executive officers. Mr. Mark C. Little's
other compensation also included $11,383 and $3,128, of compensation from
personal use of a company vehicle for the years ended December 31, 2007 and
2006, respectively. In 2007, Mr. Roger G. Little's other compensation also
included $648 of compensation from personal use of a company vehicle.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

Effective January 1, 2002, the Company adopted the Spire Corporation
Non-Qualified Deferred Compensation Plan (the "Deferred Compensation Plan") for
Mr. Roger G. Little, Chairman of the Board, Chief Executive Officer and
President of the Company. Under the Deferred Compensation Plan, the Company
makes equal monthly contributions to the Spire Corporation Non-Qualified
Deferred Compensation Trust (the "Trust") up to the annually required amount of
$250,000. The Company records these contributions as selling, general and
administrative expense when made. The Trustee makes all investment decisions for
the Trust on behalf of Mr. Little. The Company has not guaranteed a return on
investment for Mr. Little. All earnings and losses on the Deferred Compensation
Plan assets are borne by Mr. Little. All contributions and earnings are fully
vested to Mr. Little when made but are subject to the Company's creditors in the
event of bankruptcy. The Company makes contributions only if it has "available
cash" to meet its operational needs as determined by the Compensation Committee.
If the Compensation Committee determines that there is not enough "available
cash" then it may defer funding for a particular plan year only until cash
becomes available. As of December 31, 2007, the Company has fully funded its
obligations as called for by Mr. Little's employment agreement.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

The Company has an employment agreement with Roger G. Little, Chairman of
the Board, Chief Executive Officer and President. For 2007, he received the
following pursuant to the agreement: a base salary of $243,000, payment under an
annual incentive bonus program of up to 50% of base salary (depending on
attainment of specified performance goals as set by the Compensation Committee),
which amounted to $24,300, and payment under the Deferred Compensation Plan in
the amount of $250,000. For subsequent years, base salary will be no less than
$205,000; and payments under the annual incentive bonus program and the Deferred
Compensation Plan will be determined annually. The agreement also provides for a
Company vehicle for Mr. Little and for life insurance for which he may designate
a beneficiary in the face amount of $500,000. Further, the agreement provides
for the payment of 12 months' base salary in the event he is terminated without
cause or if he terminates the agreement for "good reason." The agreement also
precludes Mr. Little from competing with the Company during his employment and
for a period of one year thereafter, and from disclosing confidential
information. The agreement also entitles Mr. Little to paid vacations in
accordance with the regular policy of the Company for the executive officers.

If Mr. Little's employment is terminated by the Company without cause or by
Mr. Little for "good reason" within six months prior to a change-of-control or
within one year thereafter, then in lieu of payment of 12 months' base salary,
the Company shall pay Mr. Little in 24 monthly installments a cash severance
amount equal to three times his average annual compensation, including base
salary and bonuses.

The agreement was originally executed on January 1, 2002 and had a
five-year term. On each anniversary of the agreement, the agreement is
automatically extended for an additional five-year term unless the parties have
renegotiated the agreement or one of the parties has given the other party
notice of non-renewal.

STOCK OPTIONS

The following table describes stock options granted during 2007 to the
named executive officers:

2007 INDIVIDUAL GRANTS

Number of Securities Exercise or Grant Date
Underlying Options Base Price Expiration Fair
Name Granted (#)(1) ($/Share) Date Value(2)
----------------- -------------------- ----------- ---------- ----------

Roger G. Little -- -- -- --

Rodger W. LaFavre 5,000 $9.60 5/17/17 $29,097
5,000 $9.15 8/16/17 $27,305

Mark C. Little 5,000 $9.60 5/17/17 $27,305
----------------

(1) The options granted to Mr. LaFavre were granted in May and August 2007
under the Company's 2007 Stock Equity Plan and expire ten years from the
date of grant. Mr. LaFavre's options vest with respect to 1,250 shares in
each of 2008, 2009, 2010 and 2011. The options granted to Mr. Mark Little
were granted in May 2007 under the Company's 2007 Stock Equity Plan and
expire ten years from the date of grant. Mr. Mark Little's option vests
with respect to 1,250 shares in each of 2008, 2009, 2010 and 2011.

(2) The amounts in this column reflect the grant date fair value of each option
award computed in accordance with FAS 123(R). Assumptions used in the
calculation of these amounts are included in Note 9 of the notes to the
Company's audited consolidated financial statements for the fiscal year
ended December 31, 2007 included in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 31, 2008.

The following table provides information about outstanding equity awards
held by the named executive officers at the end of fiscal 2007:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards Stock Awards
------------------------------------------------------------- ---------------------------------------------------
Equity
Equity Incentive Plan
Equity Incentive Awards: Market
Incentive Market Plan Awards: or Payout
Number of Number of Plan Awards: Value of Number of Value of
Securities Securities Number of Number of Shares or Unearned Unearned
Underlying Underlying Securities Shares or Units of Shares, Units Shares, Units
Unexercised Unexercised Underlying Units of Stock that or Other or Other
Options (#) Options (#) Unexercised Option Option Stock that have not Rights that Rights that
Exercisable Unexercisable Unearned Exercise Expiration have not Vested have not have not
Name (1) (1) Options(#) Price($) Date(2) Vested($) ($) Vested (#) Vested($)
----------------- ----------- ------------- ----------- -------- ---------- ---------- ---------- ------------ -------------

Roger G. Little -- -- -- -- -- -- -- -- --

Rodger W. LaFavre 17,000 -- -- $4.03 11/30/10 -- -- -- --
10,000 -- -- $3.90 5/22/12 -- -- -- --
6,000 6,000 -- $4.33 5/17/15 -- -- -- --
2,500 7,500 -- $8.32 11/16/16 -- -- -- --
-- 5,000 -- $9.60 5/17/17 -- -- -- --
-- 5,000 -- $9.15 8/16/17 -- -- -- --

Mark C. Little 36,750 -- -- $3.90 5/22/12 -- -- -- --
5,000 5,000 -- $4.33 5/17/15 -- -- -- --
2,500 7,500 -- $8.32 11/16/16 -- -- -- --
-- 5,000 -- $9.60 5/17/17 -- -- -- --

------------------
(1) Unless otherwise noted, options become exercisable in four equal annual
installments beginning on the first anniversary of the date of grant.

(2) Unless otherwise noted, the expiration date of each option occurs ten years
after the date of grant of such option.

The table below describes the securities authorized for issuance under the
Company's equity compensation plans as of December 31, 2007:

EQUITY COMPENSATION PLAN INFORMATION

Number of Securities to be Weighted-Average Exercise Number of Securities Remaining
Issued Upon Exercise of Price of Outstanding Available for Future Issuance
Outstanding Options, Warrants Options, Warrants and under Equity Compensations (1)
and Rights Rights (2)
----------------------------- ------------------------- -------------------------------

Equity compensation plans
approved by security holders 495,177 $7.10 824,300
Equity compensation plans not
approved by security holders -- -- --
----------------------------- ------------------------- -------------------------------
Total 495,177 $7.10 824,300
============================= ========================= ===============================

-------------
(1) Consists of shares that may be granted under the Company's 2007 Stock
Equity Plan (the "2007 Plan"), the Company's only active equity
compensation plan.

(2) In addition to being available for future issuances upon exercise of
options that may be granted after December 31, 2007, a maximum of 500,000
shares under the 2007 Plan may instead be issued in the form of restricted
stock, deferred stock, performance awards or other stock-based awards.

DIRECTORS' COMPENSATION

Spire Corporation does not pay its directors who are also officers of the
Company any additional compensation for services as directors. In December of
2006, the Compensation Committee engaged Francois Quinson, an independent
consultant, to review the compensation paid to the Company's Board of Directors.
Based upon Mr. Quinson's recommendations, on March 15, 2007, the Compensation
Committee approved the following as elements of compensation for non-employee
directors and the Board of Directors passed a resolution approving the
compensation package. Accordingly, in 2007, the compensation for non-employee
directors included the following:

o Cash Board meeting attendance fee of $1,000 per meeting attended in
person and $500 for each meeting by telephone;

o Non-incentive stock options under the 2007 Plan for 2,000 shares for
each Board meeting attended either in person or by telephone, with the
awards being for one meeting per quarter and four quarterly meeting
per year, to a maximum of 8,000 shares per annum. These options vest
immediately and are considered a long term incentive;

o Cash meeting attendance fee of $1,000 for each formal meeting of the
Audit Committee and of the Compensation Committee attended either in
person or by telephone, with the payments subject to an annual maximum
of $5,000 per member of each such committee;

o No additional compensation when committee meeting is held in
conjunction with a Board meeting;

o $12,000 annual retainer for all directors, payable quarterly;

o $5,000 annual retainer for the Chairman of the Audit Committee,
payable quarterly;

o $4,000 annual retainer for the Chairman of the Compensation Committee,
payable quarterly;

o $2,000 annual retainer for other members of the Audit and Compensation
Committees, payable quarterly; and

o Expense reimbursement for all reasonable expenses incurred in
attending meetings and tending to Spire business.

The following table shows non-employee director compensation in 2007:

Non-Equity Non-Qualified
Options Incentive Plan Deferred
Name Fees Earned or Stock Awards Compensation Compensation All Other Total
(1) Paid in Cash($) Awards($) ($)(2) Earnings Earnings Compensation ($)
------------------------ --------------- --------- ------- -------------- ------------- ------------ -------

Udo Henseler $23,250 -- $53,194 -- -- -- $76,444
David R. Lipinski $17,750 -- $53,194 -- -- -- $70,944
Michael J. Magliochetti $20,750 -- $53,194 -- -- -- $73,944
Guy L. Mayer $25,750 -- $53,194 -- -- -- $78,944
Roger W. Redmond $17,750 -- $53,194 -- -- -- $70,944

----------------
(1) As noted above, Messrs. Roger G. Little and Mark C. Little are not included
in this table as they are officers of the Company and, accordingly, receive
no compensation for their services as directors. The compensation received
by Messrs. Roger G. Little and Mark C. Little as officers of the Company is
shown in the Summary Compensation Table above.

(2) The amounts in this column reflect the dollar amount recognized for
financial statement reporting purposes for the fiscal year ended December
31, 2007, in accordance with FAS 123(R) and thus includes amounts from
awards granted in and prior to 2007. Assumptions used in the calculation of
these amounts are included in Note 9 in the notes to the Company's audited
consolidated financial statements for the fiscal year ended December 31,
2007 included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 2008. As of December 31,
2007, each non-employee director had the following number of options
outstanding: Udo Henseler: 12,872; David R. Lipinski: 18,500; Michael J.
Magliochetti: 15,374; Guy L. Mayer: 18,500; and Roger W. Redmond: 26,000.

AUDIT COMMITTEE REPORT

THIS AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED TO BE "SOLICITING MATERIAL" OR
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR SUBJECT TO REGULATION
14A OR 14C UNDER THE EXCHANGE ACT, OR TO THE LIABILITIES OF SECTION 18 OF THE
EXCHANGE ACT. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT
THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE
OR IN PART, THIS REPORT SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.

COMPOSITION AND CHARTER

The Audit Committee of the Board of Directors is currently composed of
three directors, all of whom satisfy the independence standards for Audit
Committee members under the rules of the Nasdaq Stock Market, and operates under
a written charter. A copy of the Audit Committee Charter is not available to
stockholders on the Company's website. A copy of the Audit Committee Charter is
attached as APPENDIX B to this Proxy Statement. For 2007, the Committee was
composed of Drs. Henseler, CHAIRMAN, and Magliochetti, and Mr. Mayer.

RESPONSIBILITIES

The responsibilities of the Audit Committee include engaging an accounting
firm to serve as Spire's independent registered public accounting firm.
Management is responsible for Spire's internal controls and financial reporting
process. The independent registered public accounting firm is responsible for
performing an independent audit of Spire's consolidated financial statements in
accordance with the standards of the Public Company Accounting Oversight Board
(PCAOB) and for issuing an opinion thereon. The Audit Committee's responsibility
is to oversee these processes and Spire's internal controls. The Audit Committee
does not prepare or audit the Company's financial statements or certify their
accuracy.

REVIEW WITH MANAGEMENT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

In this context, the Audit Committee has met and held discussions with
management and the independent registered public accounting firm. Management
represented to the Audit Committee that Spire's consolidated financial
statements were prepared in accordance with generally accepted accounting
principles, and the Audit Committee has reviewed and discussed the audited
consolidated financial statements with management and the independent registered
public accounting firm. The Audit Committee has discussed with the independent
registered public accounting firm the matters required to be discussed by the
statement on Auditing Standards No. 61 as amended, as adopted by the Public
Company Accounting Oversight Board in Rule 3200T.

Spire's independent registered public accounting firm also provided to
the Audit Committee the written disclosures and the letter required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and the Audit Committee discussed with the independent
registered public accounting firm, Vitale, Caturano & Company, Ltd., the firm's
independence.

SUMMARY

Based upon the Audit Committee's discussions with management and the
independent registered public accounting firm and the Audit Committee's review
of Spire's audited consolidated financial statements and the representations of
management, and the report of the independent registered public accounting firm
to the Audit Committee, the Audit

Committee recommended that the Board of Directors include the audited
consolidated financial statements in Spire's Annual Report on Form 10-K for the
year ended December 31, 2007, as filed with the Securities and Exchange
Commission.

This report is submitted by the Audit Committee.

Udo Henseler, CHAIRMAN
Michael J. Magliochetti
Guy L. Mayer

DISCLOSURE OF PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents aggregate fees billed to the Company for
professional services rendered by Vitale, Caturano & Company, Ltd. for each of
the last two fiscal years.

2007 Fees 2006 Fees
--------- ---------
Audit Fees $191,750 $165,000
Audit-Related Fees 1,245 59,500
Tax Fees 2,500 25,000
All Other Fees 15,500 --
--------- ---------
Total Fees $210,995 $249,500
========= =========

AUDIT FEES were for professional services rendered for the audit of the
Company's annual consolidated financial statements and review of consolidated
financial statements included in the Company's Quarterly Reports on Form 10-Q
and services that are normally provided by the independent registered public
accounting firm in connection with statutory and regulatory filings or
engagements.

AUDIT-RELATED FEES were for assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements and are not reported under "Audit Fees."

TAX FEES were for professional services rendered for federal, state and
international tax compliance, tax advice and tax planning.

ALL OTHER FEES were for services other than the services reported above and
include agreed-upon procedures in 2007.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

The Audit Committee pre-approves all audit and permissible non-audit
services provided by the independent registered public accounting firm. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year, and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent registered public
accounting firm and management are required to periodically report to the Audit
Committee regarding the extent of services provided by the independent
registered public accounting firm in accordance with the pre-approval, and the
fees for the services performed to date. The Audit Committee may also
pre-approve particular services on a case-by-case basis.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors of Spire Corporation has
engaged Vitale, Caturano & Company, Ltd. as the Company's independent registered
public accountants for the current fiscal year. They have served as accountants
for the Company since January 7, 2004.

As the Company's independent registered public accountants, Vitale,
Caturano & Company, Ltd. was engaged to conduct quarterly reviews of the
Company; to conduct an audit of the consolidated financial statements of the
Company for the full year 2007; and to prepare the federal and state tax returns
of the Company for the year ended December 31, 2007. Representatives of Vitale,
Caturano & Company, Ltd. are expected to attend the Meeting in order to respond
to questions from stockholders and will have the opportunity to make a
statement.

PROXIES AND VOTING AT THE MEETING

Each signed and returned proxy will be voted in accordance with any
instructions of the stockholder(s) executing the proxy. A proxy signed without
instructions will be voted in accordance with the Board's recommendations. If a
stockholder attends the Meeting and votes in person, his or her proxy will not
be counted. A signed proxy may be revoked at any time before it is exercised,
either in person or by giving written notice of revocation to the Secretary of
the Company at the address on the first page of this Proxy Statement.

Each share of common stock is entitled to one vote on all matters submitted
to the stockholders for approval. No vote may be taken unless a quorum (I.E., a
majority of the common stock issued, outstanding, and entitled to vote) is
present at the Meeting in person or by proxy. The seven nominees for election as
directors at the Meeting who receive the greatest number of votes properly cast
for the election of directors shall be elected the directors of the Company. The
approval of any other matter as may properly come before the meeting requires
the affirmative vote of a majority in interest of the stock represented and
entitled to vote at the meeting. Broker non-votes are counted for purposes of
determining the presence of a quorum, but are not counted for purposes of
determining the result of any vote. Abstentions are counted in determining the
presence of a quorum and have the effect of a vote against a proposal.

The Board has fixed March 28, 2008, as the record date for determining the
stockholders entitled to vote at the Meeting. On that date there were 8,328,688
shares of common stock issued, outstanding, and entitled to vote.

OTHER MATTERS

The Board knows of no other matters that may come before the Meeting. If
any other matters should properly come before the Meeting, it is the intention
of the persons named in the accompanying proxy to vote in accordance with their
judgment on such matters. Such discretionary authority is conferred by the
proxy.

All costs of this solicitation, which is being made principally by mail,
but which may be supplemented by telephone or personal contacts by the Company's
directors, officers, and employees without additional compensation, will be
borne by the Company. Brokers will be requested to forward proxy soliciting
material to the beneficial owners of the stock held in such brokers' names, and
the Company will reimburse them for their expenses incurred in complying with
the Company's request.

In the Company's filings with the SEC, information is sometimes
"incorporated by reference". This means that the Company is referring you to
information that has previously been filed with the SEC, so the information
should be considered as part of the filing you are reading. Based on SEC
regulations, the Audit Committee Report specifically is not incorporated by
reference into any other filings with the SEC.

The Company's policy is to encourage its Board members to attend the Annual
Meeting of Stockholders, and all of the members standing for re-election
attended the Special Meeting in Lieu of the 2007 Annual Meeting of Stockholders.

STOCKHOLDER PROPOSALS -- 2009 ANNUAL MEETING

In order to be included in the proxy statement and form of proxy for the
2009 Annual Meeting of Stockholders pursuant to Exchange Act Rule 14a-8,
stockholder proposals must be received by the Company at its corporate offices
in Bedford, Massachusetts, no later than December 16, 2008 (120 days before the
anniversary of the date this Proxy Statement is being mailed to the Company's
stockholders). Such proposals must also comply with the requirements as to form
and substance established by the SEC if such proposals are to be included in the
proxy statement and form of proxy. Stockholder proposals to be presented at the
2009 Annual Meeting, other than stockholder proposals submitted pursuant to
Exchange Act Rule 14a-8 for inclusion in the proxy statement and form of proxy
for the 2009 Annual Meeting, must be received in writing at the Company's
corporate offices no later than March 1, 2009 (45 days before the anniversary of
the date this Proxy Statement is being mailed to the Company's stockholders).

Independent directors will consider any director nominees you recommend in
writing for the 2009 Annual Meeting if the Secretary receives notice by December
16, 2008, and you are a stockholder of record on the day you provide notice of

your recommendation or nomination to the Company and on the record date for
determining stockholders entitled to notice of the meeting and to vote. You may
also nominate an individual for election as a director at the 2009 Annual
Meeting.

In either event, your notice must include the following information for
each person you are recommending or nominating for election as a director:

o The name, age, business address and residence address of the person;

o The principal occupation or employment of the person;

o The number of shares of Spire common stock which the person owns
beneficially or of record; and

o Any other information relating to the person that must be disclosed in
a proxy statement or other filings required to be made in connection
with solicitations of proxies for election of directors under Section
14 of the Exchange Act and its rules and regulations.

In addition, your notice must include the following information about you:

o Your name and record address;

o The number of shares of Spire common stock that you own beneficially
or of record;

o A description of all arrangements or understandings between you and
each proposed nominee and any other person or persons, including their
names, pursuant to which the nomination is to be made;

o A representation that you intend to appear in person or by proxy at
the meeting to nominate the person or persons named in your notice;
and

o Any other information about you that must be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors under Section 14 of
the Exchange Act and its rules and regulations.

The notice must include written consent by each proposed nominee to being
named as a nominee and to serve as a director if elected. No person will be
eligible for election as a director of Spire unless recommended by a majority of
independent directors and nominated by the Board or nominated in accordance with
the procedures set forth above.

By Order of the Board of Directors,

/s/ Michael W. O'Dougherty

Michael W. O'Dougherty
SECRETARY

April 15, 2008

APPENDIX A

COMPENSATION COMMITTEE CHARTER
FOR
SPIRE CORPORATION
(Version Adopted on March 18, 2008)

PURPOSE

The purpose of the Compensation Committee (the "Committee") shall be to
discharge the responsibilities of the Board of Directors relating to the
Company's compensation programs and compensation of the Company's executives.

COMPOSITION

The Committee shall consist of two or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" under the rules of the Nasdaq Stock Market and the Sarbanes-Oxley
Act.

Under exceptional and limited circumstances, however, one director who is
not independent as defined in the rules and regulations of the Nasdaq Stock
Market and who is not a current employee or an immediate family member of an
employee of the Company may serve as a member of the Committee, provided that:

1. The Board determines that membership by the individual on the Committee
is required by the best interests of the Company and its shareholders;

2. The Company complies with all other requirements of the rules and
regulations of the Nasdaq Stock Market with respect to non-independent members
of the Committee, as such rules and regulations may be amended or supplemented
from time to time; and

3. No such person may serve on the Committee for more than two years.

APPOINTMENT AND REMOVAL

The members of the Committee shall be appointed by the Board of Directors
and shall serve until each such member's successor is duly elected and qualified
or until such member's earlier resignation or removal. The members of the
Committee may be removed, with or without cause, by a majority vote of the Board
of Directors.

CHAIRMAN

Unless a Chairman is elected by the full Board of Directors, the members of
the Committee shall designate a Chairman by majority vote of the full Committee
membership. The Chairman will chair all regular sessions of the Committee and
set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES

In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee.

MEETINGS

The Committee shall meet as frequently as circumstances dictate. The
Chairman of the Board or any member of the Committee may call meetings of the
Committee.

As part of its review and establishment of the performance criteria and
compensation of designated key executives, the Committee should meet separately
at least on an annual basis with the chief executive officer and any other
corporate officers, as it deems appropriate. However, the Committee should also
meet from time to time without such officers present, and in all cases, such
officers shall not be present at meetings at which their performance and
compensation are being discussed and determined. All meetings of the Committee
may be held telephonically.

A-1

All non-management directors who are not members of the Committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of management of the Company,
and such other persons, as it deems appropriate in order to carry out its
responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate in order to carry out its responsibilities.

DUTIES AND RESPONSIBILITIES

In discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority to retain, without seeking Board
approval, outside counsel or other experts for this purpose, including the
authority to approve the fees payable to such counsel or experts and any other
terms of retention.

SETTING COMPENSATION FOR EXECUTIVE OFFICERS AND DIRECTORS

1. Establish and review the overall compensation philosophy of the Company.

2. Review and approve the Company's corporate goals and objectives relevant
to chief executive officer and other executive officers' compensation, including
annual performance objectives.

3. Evaluate the performance of the chief executive officer and other
executive officers in light of those goals and objectives and, based on such
evaluation, review and approve the annual salary, bonus, stock options, and
other benefits, direct and indirect, of the chief executive officer and other
executive officers.

4. In determining the long-term incentive component of compensation for the
chief executive officer and other executive officers, the Committee should
consider the Company's performance and relative shareholder return, the value of
similar incentive awards to chief executive officer and other executive officers
at comparable companies, and the awards given to the Company's chief executive
officer and other executive officers in past years. The Committee is not
precluded from approving awards (with the ratification of the Board of
Directors) as may be required to comply with applicable tax laws, such as Rule
162(m).

5. In connection with executive compensation programs:

a. Review and recommend to the full Board of Directors, or approve,
new executive compensation programs;

b. Review on a periodic basis the operations of the Company's
executive compensation programs to determine whether they are properly
coordinated and achieving their intended purposes;

c. Establish and periodically review policies for the administration
of executive compensation programs; and

d. Take steps to modify any executive compensation program that yields
payments and benefits that are not reasonably related to executive and corporate
performance.

6. Establish and periodically review policies in the area of senior
management perquisites.

7. Consider policies and procedures pertaining to expense accounts of
senior executives.

8. Review and recommend to the full Board of Directors compensation of
directors as well as directors and officers' indemnification and insurance
matters.

9. Review and make recommendations to the full Board of Directors, or
approve, any contracts or other transactions with current or former executive
officers of the Company, including consulting arrangements, employment

A-2

contracts, change-in-control, severance, or termination arrangements, and loans
to employees made or guaranteed by the Company.

MONITORING INCENTIVE AND EQUITY-BASED COMPENSATION PLANS

10. Review and make recommendations to the Board of Directors with respect
to the Company's incentive-compensation plans and equity-based plans, and review
the activities of the individuals responsible for administering those plans.

11. Review and approve all equity compensation plans of the Company that
are not otherwise subject to the approval of the Company's shareholders.

12. Review and make recommendations to the full Board of Directors, or
approve, all awards of shares or share options pursuant to the Company's
equity-based plans.

13. Monitor compliance by executives with the rules and guidelines of the
Company's equity-based plans.

14. Review and monitor employee pension, profit sharing, and benefit plans.

15. Review and assess the adequacy of this Charter annually and recommend
to the Board and amendments or modifications to the Charter that the Committee
deems appropriate.

16. Select, retain, and/or replace, as needed, compensation and benefits
consultants and other outside consultants to provide independent advice to the
Committee. In that connection, in the event the Committee retains a compensation
consultant, the Committee shall have the sole authority to approve such
consultant's fees and other retention terms.

REPORTS

17. Report regularly to the Board of Directors with respect to matters that
are relevant to the Committee's discharge of its responsibilities and with
respect to such recommendations as the Committee may deem appropriate. The
report to the Board of Directors may take the form of an oral report by the
Chairman or any other member of the Committee designated by the Committee to
make such report.

18. To the extent applicable to the Company, review and discuss with the
Company's management the Compensation Discussion and Analysis ("CD&A") required
by the rules and regulations of the Securities and Exchange Commission (the
"SEC") and determine whether to recommend to the Board of Directors that the
CD&A be included in the Company's annual proxy statement or annual report on
Form 10-K in accordance with the applicable rules and regulations of the SEC.

19. To the extent applicable to the Company, produce a "Compensation
Committee Report" for inclusion in the Company's annual proxy statement or
annual report on Form 10-K in accordance with the applicable rules and
regulations of the SEC.

20. Maintain minutes or other records of meetings and activities of the
Committee.

A-3

APPENDIX B

AUDIT COMMITTEE CHARTER
FOR
SPIRE CORPORATION
(Version Adopted on March 18, 2008)

PURPOSE

The purpose of the Audit Committee (the "Committee") shall be as follows:

1. To oversee the accounting and financial reporting processes of Spire
Corporation (the "Company") and audits of the financial statements of the
Company.

2. To provide assistance to the Board of Directors with respect to its
oversight of:

a. The integrity of the Company's financial statements;

b. The Company's compliance with legal and regulatory requirements;

c. The independent auditors' qualifications and independence; and

d. The performance of the Company's independent auditors.

3. To prepare the report that Securities and Exchange Commission ("SEC")
rules require be included in the Company's annual proxy statement.

COMPOSITION

The Committee shall consist of three or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" under the rules of the Nasdaq Stock Market and the Sarbanes-Oxley
Act.

QUALIFICATIONS

All members of the Committee shall be able to read and understand
fundamental financial statements (or be able to do so within a reasonable period
of time after his or her appointment) and at least one member must be a
"financial expert" under the requirements of the Sarbanes-Oxley Act. Committee
members may enhance their familiarity with finance and accounting by
participating in educational programs conducted by the Company or by an outside
consultant.

1. The Board determines that membership by the individual on the Committee
is required by the best interests of the Company and its shareholders;

3. No such person may serve as the Chairman of the Committee; and

4. No such person may serve on the Committee for more than two years.

B-1

COMPENSATION

No member of the Committee shall receive compensation other than: (a)
director's fees for service as a director of the Company, including reasonable
compensation for serving on the Committee and regular benefits that other
directors receive; and (b) a pension or similar compensation for past
performance, provided that such compensation is not conditioned on continued or
future service to the Company.

APPOINTMENT AND REMOVAL

The members of the Committee shall be appointed by the Board of Directors
and shall serve until such member's successor is duly elected and qualified or
until such member's earlier resignation or removal. The members of the Committee
may be removed, with or without cause, by a majority vote of the Board of
Directors.

CHAIRMAN

Unless a Chairman is elected by the full Board of Directors, the members of
the Committee shall designate a Chairman by the majority vote of the full
Committee membership. The Chairman will chair all regular sessions of the
Committee and set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES

In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee.

MEETINGS

The Committee shall meet as frequently as circumstances dictate. As part of
its goal to foster open communication, the Committee shall periodically meet
separately with each of management and the independent auditors to discuss any
matters that the Committee or management or the auditors believe would be
appropriate to discuss privately. In addition, the Committee should meet with
the independent auditors and management periodically to review the Company's
financial statements in a manner consistent with that outlined in this Charter.
The Chairman of the Board or any member of the Committee may call meetings of
the Committee. All meetings of the Committee may be held telephonically.

DUTIES AND RESPONSIBILITIES

The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other duties and responsibilities delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter. The Committee may perform any functions it deems appropriate under
applicable law, rules, or regulations, the Company's By-laws, and the
resolutions or other directives of the Board, including review of any
certification required to be reviewed in accordance with applicable law or
regulations of the SEC.

In discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate. In this regard, the Committee shall have the authority to retain,
without seeking Board approval, outside legal, accounting, or other advisors for
this purpose, including the authority to approve the fees payable to such
advisors and any other terms of retention.

The Committee shall be given full access to the Company's Board of
Directors, corporate executives, and independent accountants as necessary to
carry out these responsibilities. While acting within the scope of its stated
purpose, the Committee shall have all the authority of the Board of Directors,
except as otherwise limited by applicable law.

B-2

Notwithstanding the foregoing, the Committee is not responsible for
certifying the Company's financial statements or guaranteeing the auditors'
report. The fundamental responsibility for the Company's financial statements
and disclosures rests with management and the independent auditors. It also is
the job of the chief executive officer and senior management rather than that of
the Committee to assess and manage the Company's exposure to risk.

DOCUMENTS/REPORTS REVIEW

1. Discuss with management and the independent auditors prior to public
dissemination the Company's annual audited financial statements and quarterly
financial statements, including the Company's disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
discuss with the independent auditors the matters required to be discussed by
Statement of Auditing Standards No. 61.

2. Discuss with management and the independent auditors prior to the
Company's filing of any quarterly or annual report:

a. Whether any significant deficiencies in the design or operation of
internal controls exist that could adversely affect the Company's ability to
record, process, summarize, and report financial data;

b. The existence of any material weaknesses in the Company's internal
controls; and

c. The existence of any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company's
internal controls.

3. Discuss with management and the independent auditors the Company's
earnings press releases (paying particular attention to the use of any "pro
forma" or "adjusted" non-GAAP information), as well as financial information and
earnings guidance provided to analysts and rating agencies. The Committee's
discussion in this regard may be general in nature (I.E., discussion of the
types of information to be disclosed and the type of presentation to be made)
and need not take place in advance of each earnings release or each instance in
which the Company may provide earnings guidance.

4. Discuss with management and the independent auditors the Company's major
financial risk exposures, the guidelines and policies by which risk assessment
and management is undertaken, and the steps management has taken to monitor and
control risk exposure.

INDEPENDENT AUDITORS

5. Retain and terminate independent auditors and have the sole authority to
approve all audit engagement fees and terms as well as all non-audit engagements
with the independent auditors.

6. Inform each public accounting firm performing work for the Company that
such firm shall report directly to the Committee.

7. Oversee the work of any public accounting firm employed by the Company,
including the resolution of any disagreement between management and the auditor
regarding financial reporting, for the purpose of preparing or issuing an audit
report or related work.

8. Approve in advance any significant audit or non-audit engagement or
relationship between the Company and the independent auditors, other than
"prohibited non-auditing services," as may be specified in the Sarbanes-Oxley
Act of 2002 or applicable laws or regulations.

9. Review, at least annually, the qualifications, performance, and
independence of the independent auditors. In conducting its review and
evaluation, the Committee should:

a. At least annually obtain and review a report by the Company's
independent auditors describing: (i) the auditing firm's internal
quality-control procedures; (ii) any material issues raised by the most recent
internal quality-control review, or peer review, of the auditing firm, or by any
inquiry or investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits carried out by
the auditing firm, and any steps

B-3

taken to deal with any such issues; and (iii) to assess the auditors'
independence, all relationships between the independent auditors and the
Company;

b. Ensure the rotation of the lead audit partner at least every five
years, and consider whether there should be regular rotation of the audit firm
itself;

c. Confirm with any independent auditors retained to provide audit
services for any fiscal year that the lead (or coordinating) audit partner
(having primary responsibility for the audit), or the audit partner responsible
for reviewing the audit, has not performed audit services for the Company in
each of the five previous fiscal years of the Company; and

d. Take into account the opinions of management and the Company's
internal auditors (or other personnel responsible for the internal audit
function).

FINANCIAL REPORTING PROCESS

10. In consultation with the independent auditors, management, and the
internal auditors, review the integrity of the Company's financial reporting
processes, both internal and external. In that connection, the Committee should
obtain and discuss with management and the independent auditors reports from
management and the independent auditors regarding:

a. All critical accounting policies and practices to be used by the
Company and the related disclosure of those critical accounting policies under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations";

b. Analyses prepared by management and/or the independent auditors
setting forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including all
alternative treatments of financial information within generally accepted
accounting principles that have been discussed with the Company's management,
the ramifications of the use of the alternative disclosures, and treatments, and
the treatment preferred by the independent auditors;

c. Major issues regarding accounting principles and financial
statement presentations, including any significant changes in the Company's
selection or application of accounting principles;

d. Major issues as to the adequacy of the Company's internal controls
and any specific audit steps adopted in light of material control deficiencies;

e. Issues with respect to the design and effectiveness of the
Company's disclosure controls and procedures, management's evaluation of those
controls and procedures, and any issues relating to such controls and procedures
during the most recent reporting period;

f. The effect of regulatory and accounting initiatives as well as
off-balance sheet structures on the financial statements of the Company; and

g. Any other material written communications between the independent
auditor and the Company's management.

11. Review periodically the effect of regulatory and accounting
initiatives, as well as off-balance sheet structures, on the financial
statements of the Company.

12. Review with the independent auditors any audit problems or difficulties
encountered and management's response thereto. In this regard, the Committee
must regularly review with the independent auditors:

a. Any audit problems or other difficulties encountered by the
auditors in the course of the audit work, including any restrictions on the
scope of the independent auditors' activities or on access to requested
information, and any significant disagreements with management; and

b. Management's responses to such matters. Without excluding
other possibilities, the Committee may wish to review with the independent
auditors: (i) any accounting adjustments that were noted or proposed by the
auditors

B-4

but were "passed" (as immaterial or otherwise), (ii) any communications between
the audit team and the audit firm's national office respecting auditing or
accounting issues presented by the engagement, and (iii) any "management" or
"internal control" letter issued, or proposed to be issued, by the independent
auditors to the Company.

13. Review and discuss with the independent auditors the responsibilities,
budget, and staffing of the Company's internal audit function.

LEGAL COMPLIANCE/GENERAL

14. Review periodically, with the Company's counsel, any legal matter that
could have a significant impact on the Company's financial statements.

15. Discuss with management and the independent auditors the Company's
guidelines and policies with respect to risk assessment and risk management. The
Committee should discuss the Company's major financial risk exposures and the
steps management has taken to monitor and control such exposures.

16. Set clear hiring policies for employees or former employees of the
independent auditors. At a minimum, these policies should provide that any
public accounting firm may not provide audit services to the Company if the
chief executive officer, controller, chief financial officer, chief accounting
officer, or any person serving in an equivalent position for the Company was
employed by the public accounting firm and participated in any capacity in the
audit of the Company within one year of the initiation of the current audit.

17. Establish procedures for (a) the receipt, retention, and treatment of
complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters; and (b) the confidential, anonymous submission by
employees of the Company of concerns regarding questionable accounting or
auditing matters.

18. Review all related party transactions for potential conflict of
interest situations on an ongoing basis. All such transactions must be approved
by the Committee.

19. Prepare all reports required to be included in the Company's proxy
statement, pursuant to and in accordance with applicable rules and regulations
of the SEC.

20. Report regularly to the full Board of Directors. In this regard, the
Committee should review with the full board any issues that arise with respect
to the quality or integrity of the Company's financial statements, the Company's
compliance with legal or regulatory requirements, and the performance and
independence of the Company's independent auditors.

21. The Committee shall provide such recommendations, as the Committee may
deem appropriate. The report to the Board of Directors may take the form of an
oral report by the Chairman or any other member of the Committee designated by
the Committee to make such report.

22. Review and assess the adequacy of this Charter annually and recommend
to the Board and amendments or modifications to the Charter that the Committee
deems appropriate.

23. Maintain minutes or other records of meetings and activities of the
Committee.

LIMITATION OF AUDIT COMMITTEE'S ROLE

With respect to the foregoing responsibilities and processes, the Committee
recognizes that the Company's financial management, as well as the independent
auditors has more time, knowledge, and detailed information regarding the
Company than do Committee members. Consequently, in discharging its oversight
responsibilities, the Committee will not provide or be deemed to provide any
expertise or special assurance as to the Company's financial statements or any
professional certification as to the independent auditors' work.

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements and disclosures are complete
and accurate and are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the responsibilities of
management and the independent auditors. It also is not the duty of the
Committee to conduct investigations or to assure compliance with laws and
regulations and the Company's internal policies and procedures.

B-5

SPIRE CORPORATION

PROXY FOR SPECIAL MEETING IN LIEU OF 2008 ANNUAL MEETING OF STOCKHOLDERS

MAY 22 2008

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Roger G. Little and Michael W. O'Dougherty,
and either one of them, proxies of the undersigned, with power of substitution,
to act for and to vote all shares of Spire Corporation common stock owned by the
undersigned, upon the matters set forth in the Notice of Meeting and related
Proxy Statement at the Special Meeting in Lieu of 2008 Annual Meeting of
Stockholders of Spire Corporation, to be held at Spire Corporation, One Patriots
Park, Bedford, Massachusetts at 10:00 a.m. on Thursday, May 22, 2008, and any
adjournments thereof. The proxies, and either one of them, are further
authorized to vote, in their discretion, upon such other business as may
properly come before the Meeting, or adjournments thereof.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
--------------------------------------------------------------------------------

YOUR SHARES WILL BE VOTED FOR THE FOLLOWING PROPOSAL UNLESS OTHERWISE INDICATED.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: |X|

1. ELECTION OF DIRECTORS. To fix the number of directors at eight and to elect
seven directors, leaving one vacancy, to serve for one year:

|_| FOR ALL NOMINEES
|_| WITHHOLD AUTHORITY FOR ALL NOMINEES
|_| FOR ALL EXCEPT (See instruction below)

NOMINEES:
O Udo Henseler
O David R. Lipinski
O Mark C. Little
O Roger G. Little
O Michael J. Magliochetti
O Guy L. Mayer
O Roger W. Redmond

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here:

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method.
|_|

Signature of Stockholder ________________________________ Date ________________

NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign name
by authorized person.