TELEBYTE TECHNOLOGY INC
270 Pulaski Road
Greenlawn, New York 11740
- - --------------------------------------------------------------------------------
Notice of Annual Meeting of Stockholders
To Be Held on July 18, 1996
- - --------------------------------------------------------------------------------
To Our Stockholders:
You are invited to attend the Annual Meeting of Stockholders to be held on July
18, 1996 at 10:00 a.m., at the offices of the Company at 270 Pulaski Road,
Greenlawn, New York.
The purposes of the Annual Meeting are as follows:
1. To elect our four directors of the Company to serve until the next annual
meeting of stockholders.
2. To consider and act upon a proposal to approve the appointment of Grant
Thornton LLP as independent auditors for the Company.
3. To transact such other business as may properly come before the Annual
Meeting.
Only stockholders of record as of the close of business on June 5, 1996, will be
entitled to notice of and to vote at the Annual Meeting.
Stockholders who do not expect to attend the Annual Meeting should sign, date,
and return the enclosed proxy in the envelope provided so that your shares will
be represented at the Annual Meeting.
By order of the
Board of Directors.
Joel A. Kramer
Chairman
June 6, 1996
Telebyte Technology, Inc.
270 Pulaski Road
Greenlawn, New York 11740
Proxy Statement
This proxy statement is furnished to stockholders of Telebyte Technology, Inc.
(the "Company"), in connection with the solicitation by the Board of Directors
of proxies to be used at the Annual Meeting of Stockholders to be held on July
18, 1996 at 10:00a.m., at the offices of the Company, for the purposes set forth
in the notice of meeting.
The approximate date of mailing of this proxy statement and accompanying proxy
is June 10, 1996. If the enclosed form of proxy is duly executed and returned,
the shares represented will be voted in accordance with the instructions marked
on the proxy. Unmarked proxies will be voted for the election of the directors
named below and for any other proposals to be considered at the Annual Meeting.
Abstentions and broker nonvotes are counted for quorum purposes. Any stockholder
giving a proxy may revoke that proxy at any time before it is voted by delivery
of written notice to the Secretary of the Company, by attending the Annual
Meeting and voting in person or by executing a different proxy.
Cost of Solicitation
The Company will pay all costs of soliciting proxies. In addition to
solicitation by mail, arrangements will be made with brokerage houses and other
custodians, nominees, and fiduciaries to send proxies and proxy statements to
their principals, and the Company will reimburse them for their expense in doing
so. Officers, directors, and employees of the Company may solicit proxies in
person or by telephone, but will not receive any additional compensation.
Voting Securities
On June 5, 1996, the Company had outstanding 1,501,566 shares of common stock,
par value $0.01 per share. The common stock is the only voting security of the
Company outstanding, and the holders thereof are entitled to one vote per share
on all matters submitted to stockholders for a vote. Only stockholders of record
at the close of business on June 5, 1996 will be entitled to notice of and to
vote at the Annual Meeting. The presence in person or by proxy of the holders of
a majority of the outstanding shares of common stock will constitute a quorum at
the Annual Meeting.
Principal Stockholders
The following table sets forth as of June 5, 1996, information concerning (a)
the shares held by each person or group known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of common stock, (b)
shares owned by directors, persons nominated for director, and certain officers,
and (c) the shares owned by all directors and officers as a group.
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Class
Kenneth S. Schneider 294,538(1)(2) 19.5%
270 Pulaski Road
Greenlawn, NY 11740
Joel A. Kramer 262,996(2)(3) 17.4%
270 Pulaski Road
Greenlawn, NY 11740
Keith B. Wiley 10,100(2) (4)
270 Pulaski Road
Greenlawn, NY 11740
Jamil Sopher(5) 1,743 (4)
1818 H Street NW
Washington, D.C. 20433
Robert M. Kramer(5)(7) 12,000 (4)
9624 Lake Serena Drive
Boca Raton, FL 33496
All officers and 567,634(6) 38%
directors as a group
(3 in number)
(1)Includes 1,500 shares owned by Dr. Schneider as custodian for his minor
children.
(2)Includes 10,000 shares issuable upon exercise of stock options granted under
the Company's 1993 Stock Option Plan.
(3)Includes 2,361 shares owned of record by Mr. Kramer's minor children.
(4)Less than (1%) percent.
(5)Proposed director to be nominated at the Annual Meeting.
(6)Mr. Sopher's and Mr. Robert Kramer's shares are not included.
(7)Includes 12,000 shares owned as trustee, as to which Robert Kramer disclaims
beneficial ownership.
Election of Directors and Executive Officers
The Board of Directors proposes the election of four directors to serve until
the next annual meeting of stockholders and until their successors are elected
and qualify. If any of the four nominees becomes unavailable to accept election
as director, the persons named in the enclosed proxy will vote for the election
of a substitute recommended by the Board of Directors. The Company, however, has
no reason to believe that any nominee will be unavailable to serve. The persons
receiving a plurality of the votes cast will be elected as directors.
The Board of Directors held four meetings during the last fiscal year. Each
director attended every meeting of the Board.
The following table sets forth certain information concerning the Company's
nominees for director. Of the nominees only the officers are now directors of
the Company.
Business Experience
Name, age & positions during past five years Director
held with the Company and principal occupation Since
Joel A. Kramer, age 58(1) Mr. Kramer has served as 1983
President and Chairman President of the Company
of Board of Directors. since August 1983, and
Chairman of the Board since February
28, 1989.
Kenneth S. Schneider, Dr. Schneider has served 1983
Ph.D, age 51, Sr. Vice as Treasurer and Vice
President, Treasurer, President of the Company,
Secretary and Director since August 1983 and as
Secretary since 1991.
Dr. Schneider is a senior
member of the Institute of
Electrical and Electronic
Engineers.
Jamil Sopher, age 51(2) Mr. Sopher is a Principal Financial
Analyst with the World Bank where
he has been employed for 17 years.
Robert M. Kramer,
age 55(1)(3) Mr. Kramer is a private investor and
has been since 1987. Prior thereto he
held the position of Vice President at
Drexel Burnham Lambert and Shearson-Lehman.
(1) Mr. Robert M. Kramer is the brother of Mr. Joel A. Kramer, the President
and Chairman of the Board of Directors of the Company.
(2) Mr. Sopher received a Bachelor of Science and MSEE from Cornell and a MBA
from Harvard.
(3) Mr. Kramer received a BSME from Polytechnic Institute, a MSME from City
College of NY and an MBA from the Wharton Graduate School.
The Board of Directors Unanimously Recommends a Vote "FOR"
The Election of Its Nominees
Executive Officers
Executive officers are appointed annually by the Board of Directors and hold
office until their successors are appointed and have qualified. Joel A. Kramer
and Kenneth S. Schneider are the only executive officers of the Company.
Committees of the Board of Directors
The Board of Directors has a Compensation Committee whose members are Joel A.
Kramer, Keith B. Wiley, and Kenneth S. Schneider. The function of this committee
is to formulate recommendations to
the Board of Directors regarding compensation of the Company's executive
officers and to administer the Company's stock option plan. The Compensation
Committee met once during fiscal 1995 and each member attended the meeting.
The Audit Committee of the Board of Directors consults with the Company's
independent accountants and advises the Board of Directors regarding the
Company's accounting practices. The Audit Committee also reviews and monitors
the Company's internal accounting and audit activities and financial controls,
and will recommend an accounting firm to serve as the Company's independent
auditors. The members of the Audit Committee are Joel A. Kramer, Keith B. Wiley,
and Kenneth S. Schneider. The Audit Committee met once during 1995 and each
member attended the meeting. A meeting is scheduled to be held following the
Annual Meeting of stockholders.
The Board of Directors has not appointed a nominating committee or any committee
performing its functions.
Section 16 Compliance
Based upon a review of copies of the forms required to be filed under Section
16(a) of the Securities Exchange Act of 1934 or written representations from
officers and directors, the Company believes all officers and directors and
greater than ten percent owners of the Company's common stock have complied with
Section 16(a).
Executive Compensation
The following table sets forth the cash compensation paid or accrued during the
last three fiscal years to the executive officers of the Company whose cash
compensation exceeded $100,000. The cash compensation indicated includes
contributions by the Company to its 401(k) Plan.
Summary Compensation Table
Annual Compensation Long-Term
Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Other Annual Restricted Stock Long-Term All Other
Principal Year Salary Bonus Compensation Stock Awards Options/SARs Incentive Payout Compensation
Position
($) ($) ($) (No.) (No.) ($) ($)
Joel A. Kramer 1995 $105,497 $13,300 $11,367(1) 0 5,000 $9,281(2) $2,997
President, CEO 1994 $97,968 $11,500 $12,697(1) 0 5,000 $9,281(2) $2,948
& Director 1993 $95,934 $6,000 $10,768(1) 0 0 $9,281(2) 0
Kenneth S. 1995 $95,153 $9,000 $6,619(1) 0 5,000 $4,080(2) $2,668
Schneider
Sr. V.P. 1994 $90,394 $6,200 $6,678(1) 0 5,000 $4,080(2) $2,858
Sales, Sec.,
Treas. & 1993 $86,938 $4,400 $6,759(1) 0 0 $4,080(2) 0
Director
<FN>
(1) Commissions - Mr. Kramer received a 2.5% commission of net sales to
customers not located within the United States. Mr. Schneider received a 0.5%
commission of net sales to customers located within the United States. The
amounts paid are set forth above under the caption entitled "Other Annual
Compensation".
(2) Deferred Compensation - see Long-Term Incentive Plans Table below.
</FN>
Long-Term Incentive Plans - Awards in Last Fiscal Year
Estimated Future Payouts under Non-Stock
Price-Based Plans
Number of Shares, Performance or Other
Units or Other Period Until Threshold Target Maximum
Maturation
Name Rights (#) or Payout ($ or #) ($ or #) ($ or #)
- - --------------------- ------------------ ----------------------- ----------------- ---------------- -------------------
Joel A. Kramer June 11, 2002 $26,667(1) $26,667(1) $26,667(1)
Pres.,CEO & Director
Kenneth S. Schneider April 16, 2010 $26,667(1) $26,667(1) $26,667(1)
Sr.V.P. Sales,
Sec.,
Treas. & Director
<FN>
(1) In 1990 the Company entered into deferred compensation agreements with key
officers, pursuant to which the officers will receive a defined amount,
approximately 30% of their 1990 base salary, each year for a period 10 years
after reaching age 65. The deferred compensation plans are funded through life
insurance and are being provided for currently. The expense charged to
operations in 1995 for such future obligations was $13,361($9,281 and $4,080,
for Joel Kramer and Kenneth Schneider, respectively).
</FN>
Compensation Plans for Other Compensation
The Company adopted a Stock Option Plan (the "1993 Plan") under which options to
purchase 100,000 shares of the Company's common stock, par value $.01 per share
have been reserved. As of December 31, 1995, there were 70,000 shares available
for grants under the 1993 Plan. Pursuant to the 1993 Plan, the Company is
permitted to issue incentive stock options ("Incentive Stock Options") and
non-qualified stock options. Incentive Stock Options under the 1993 Plan are
intended to qualify for tax treatment accorded under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code.")
All officers, directors or other key employees of the Company are eligible to
participate in the 1993 Plan. The 1993 Plan is administered by the Board of
Directors of the Company, which to the extent it shall determine, may delegate
its power with respect to the administration of the Plan to a committee
consisting of not less than three directors.
Under the 1993 Plan, Incentive Stock Options to purchase shares of the Company's
common stock shall not be granted for less than 100 percent of the fair market
value of the common stock on the date the Incentive Stock Option is granted;
provided, however, that in the case of an Incentive Stock Option may be not less
than 110 percent of the fair market value of the stock on the date of the grant
of the option. Non-qualified stock options to purchase the Company's stock are
granted at prices determined by the Company's Board of Directors.
Options under the Plan may not have a term of more than 10 years; provided,
however, that an Incentive Stock Option granted to a person then owning more
than 10 percent of the voting power of all classes of the Company's stock may
not be exercisable more than 5 years after the date such option is granted. In
addition, the aggregate fair market value, determined at the time the option is
granted, or the stock with respect to which Incentive Stock Options are
exercisable for the first time by an employee in any calendar year under the
1993 Plan may not exceed $100,000.
Options were granted for 15,000 shares to executive officers and directors of
the Company during the year ended December 31, 1995 with an exercise price of
$2.04, which was 110% of the fair market value of the Company's stock on the
date of the grant. No other options were granted or exercised during 1995.
The Company's 1983 Stock Option Plan terminated in 1994. No executive officers
or directors have any outstanding options under the 1983 Stock Option Plan.
The Company has an informal bonus plan in which officers and other key personnel
participate. The bonus award, if any, is fixed annually by the Board of
Directors. Bonuses were allocated and paid to executive officers under this plan
during fiscal year 1995 and shown on the Summary Compensation Table.
The Company maintains a deferred compensation plan under Internal Revenue Code
Section 401(k.) All employees are eligible to participate; the Company
contributes 50% of the first 2% deferred by the employee. Each employee can
contribute between 2% and 15% of his annual salary. Contributions in calendar
year 1995 could not exceed $9,240. Benefits are 100% vested and are payable upon
the employee's death, disability, retirement, termination, and under certain
financial circumstances. At December 31, 1995, $1,987 was contributed to the
plan for officers as a group. This compensation is included in the Summary
Compensation Table under the caption entitled "All Other Compensation."
Except for life and medical insurance benefit programs which are available to
all employees, the Company has no other compensation plans.
Outside directors will receive a fee of $500 per meeting attended, plus expenses
for each meeting attended.
Aggregate Option Grants in Last Fiscal Year
% of Total Options Exercise or
Number of Options Granted to Employees Base Price Expiration
Name Granted in Fiscal Year 1995 ($/Sh) Date
Joel A. Kramer 5,000(1) 33.3% $2.04(2) 6/24/2005
Kenneth S. Schneider 5,000(1) 33.3% $2.04(2) 6/24/2005
<FN>
(1) All such options are currently exercisable.
(2) Based upon the fair market value of the Company's Common Stock on the date
of grant.
</FN>
The following table sets forth information concerning each exercise of stock
options during fiscal 1995 by each of the named executive officers and fiscal
year-end value of unexercised options:
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Value of Unexercised
Number of Shares Value Unexercised Options at In-the-Money Options
Name Acquired on Exercise Realized ($) December 31, 1995 at December 31, 1995
(1)
Joel A. Kramer 0 0 10,000 (2) 0 (3)
Kenneth S. Schneider 0 0 10,000 (2) 0 (3)
<FN>
(1) Calculation based upon the average of the high and low bid prices of the
Company's Common Stock from the National Quotation Bureau on December 30, 1995.
(2) All such options are currently exercisable.
(3) All such options have exercise prices greater than the value of the
Company's Common Stock on December 30, 1995.
</FN>
Approval of Auditors
Management has selected the firm of Grant Thornton LLP, independent certified
public accountants, to audit the Company's accounts for the fiscal year ending
December 31, 1996. Grant Thornton LLP has audited the Company's financial
statements for the past year. The Board of Directors, has approved the
engagement of Grant Thornton to audit the Company's fiscal 1996 financial
statements, and considers the firm to be well qualified to perform that
function.
Unless otherwise directed by the stockholder giving a proxy, proxies will be
voted in favor of approval of Grant Thornton LLP as the Company's independent
auditors for the fiscal year ending December 31, 1996.
It is expected that one or more representatives of Grant Thornton LLP will be
present at the Annual Meeting to answer appropriate questions and to make a
statement if they desire to do so.
The Board of Directors Unanimously Recommends
A Vote "FOR" Approval of Auditors
Other Matters
Management does not know of any other business to be presented for consideration
at the Annual Meeting, but if any other business should come before the Annual
Meeting, the persons named in the enclosed proxy will vote on such business as
management recommends.
Stockholder Proposals For 1997 Annual Meeting
Stockholders wishing to submit proposals for inclusion in the Board of
Directors' proxy statement for the 1997 Annual Meeting of Stockholders must
submit their proposals to be received by the Company no later than January 17,
1997.
By order of the Board of
Directors.
Joel A. Kramer
Chairman
June 6, 1996
X Please mark your
A ____ votes in this
example
FOR WITHHELD Nominees: Joel A Kramer
1. Election of ____ ____ Kenneth S. Schneider
Jamil Sopher
Robert M. Kramer
INSTRUCTIONS: To withhold authority & vote for any individual, strike out that
nominee's name.
FOR AGAINST ABSTAIN
2. Approval of _____ _____ _____
Grant Thornton
as Independent
Accountants
3.In their discretion, the above proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
I plan to attend the Annual Meeting ____
PLEASE MARK, SIGN, DATE , AND.RETURN THE
PROXY CARD USING THE ENCLOSED ENVELOPE
UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 thru 3 and
otherwise at the discretion of the proxies.
SIGNATURE(S)___________________________________ DATE_____________
Note: Please sign exactly as name appears hereon. Joint owners should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. Corporations should sign the corporate name by duly
authorized officer.
TELEBYTE TECHNOLOGY, INC.
This Proxy is Solicited on Behalf of Board of Directors
The undersigned hereby appoints Joel A. Kramer, and Kenneth S. Schneider, or
either of them, the proxy of the undersigned with full power of substitution to
act for the undersigned and vote all shares of common stock of TELEBYTE
TECHNOLOGY, INC., standing in the name of the undersigned, which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of TELEBYTE
TECHNOLOGY, INC., to be held at the offices of the Company at 270 Pulaski Road,
Greenlawn, New York, on July 18, 1996, and any and all adjournments thereof,
this proxy revokes any proxy previously given.
(to be signed on reverse side)
See
Reverse
Side
--------