SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
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[ ] Preliminary Proxy Statement
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14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Telebyte Technology, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
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9) Date Filed:
Telebyte Technology, Inc.
270 Pulaski Road
Greenlawn, New York 11740
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Notice of Annual Meeting of Stockholders
To Be Held on July 22, 1997
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To Our Stockholders:
You are invited to attend the Annual Meeting of Stockholders to be held on July
22, 1997 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 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 for the 1997 fiscal
year.
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 9, 1997, 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 and President
Greenlawn, New York
June 6, 1997
Telebyte Technology, Inc.
270 Pulaski Road
Greenlawn, New York 11740
Proxy Statement
This proxy statement is furnished to stockholders of record, as of the close of
business on June 9, 1997, of Telebyte Technology, Inc. (the "Company"), in
connection with the solicitation by or on the behalf of the Board of Directors
of proxies to be voted at the Annual Meeting of Stockholders of the Company to
be held on July 22, 1997 at 10:00 a.m., at the offices of the Company, for the
purposes set forth in the accompanying notice of meeting.
The approximate date of mailing of this proxy statement and accompanying proxy
is June 10, 1997. 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 subsequent proxy and forwarding
it to the Secretary of the Company.
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 who hold stock in their names to solicit
proxies from the beneficial owners of such stock, 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, 1997, the Company had outstanding 1,481,766 shares of common stock,
par value $0.01 per share (the "Common Stock"). 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 9, 1997 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, 1997, 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 of Number of Shares Percent of
Beneficial Owner Beneficially Owned Class
Kenneth S. Schneider 294,538 (1) (2) 19.7%
270 Pulaski Road
Greenlawn, NY 11740
Joel A. Kramer 274,996 (2) (3) 18.5%
270 Pulaski Road
Greenlawn, NY 11740
Jamil Sopher 1,730 (5)
270 Pulaski Road
Greenlawn, NY 11740
Robert M. Kramer 5,000(4) (5)
270 Pulaski Road
Greenlawn, NY 11740
All officers and directors
as a group (4 in number) 576,264 38.2%
(1) Includes 1,500 shares owned by Dr. Schneider as custodian for his minor
children.
(2) Includes 10,000 shares issuable upon the 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 children.
(4) Includes 5,000 shares issuable upon exercise of stock options granted
under the Company's 1993 Stock Option Plan.(5) Less than 1%.
Election of Directors
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. The individuals who have been nominated by the Board of Directors
for re-election as directors are Joel A. Kramer, Kenneth S. Schneider, Jamil
Sopher and Robert M. Kramer. 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 current 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
incumbent directors and nominees for director.
Name, age, and positions Business experience during past Director
held with the Company five years and principal occupation since
Joel A. Kramer, age 59,(1) Mr. Kramer has served as President 1983
President and Chairman of of the Company since August 1983,
the Board of Directors and Chairman of the Board since
February 1989.
Kenneth S. Schneider, Ph.D. Dr. Schneider has served as Treasurer 1983
age 51, Vice President, and Vice President, of the Company
Treasurer, Secretary, and since August 1983; and he was elected
Director Secretary in March 1991. Dr. Schneider
is a senior member of the Institute of
Electrical and Electronic Engineers.
Jamil Sopher, age 53 (2) Mr. Sopher is a Principal Financial 1996
Director Analyst with the World Bank where
he has been employed in various
capacities for 18 years.
Robert M. Kramer, age 56
(1)(3) Director Mr. Kramer is a private investor and has 1996
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 an 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,
Kenneth S. Schneider, and Michael Breneisen, Vice President of Finance, 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 Robert
Kramer and Jamil Sopher. 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 1996 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 at the Company's independent
auditors. The members of the Audit Committee are Robert Kramer and Jamil Sopher.
The Audit Committee met once during fiscal 1996 and each member attended the
meeting.
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 nominees for election as directors who are also
executive officers of the Company. 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 1996 $107,100 $4,300 $ 11,481(1) 0 0 $11,281(2) $3,203
President, CEO 1995 $105,497 $13,300 $11,367(1) 0 5,000 $9,281(2) $2,997
& Director 1994 $97,968 $11,500 $12,697(1) 0 5,000 $9,281(2) $2,948
Kenneth S. 1996 $95,599 $3,150 $7,256 (1) 0 0 $4,080(2) $2,819
Schneider
Sr. V.P. 1995 $95,153 $9,000 $6,619(1) 0 5,000 $4,080(2) $2,668
Sales, Sec.,
Treas. & 1994 $90,394 $6,200 $6,678(1) 0 5,000 $4,080(2) $2,858
Director
<FN>
(1) Commissions - Mr. Kramer received a 2.5% commission of net sales to
customers not located within the United States. Dr. Schneider received a
0.2% commission of net sales to customers located within the United States.
The amounts paid are set forth above under the caption entitled "Other
Annual Compensation".
(2) Deferred Compensation - see Long-Term Incentive
Plans Table below.
</FN>
Long-Term Incentive Plans - Awards in Last Fiscal Year
Estimated Future Payouts under Non-Stock
Price-Based Plans
Number of Shares, Performance or Other
Units or Other Period Until Threshold Target Maximum
Maturation
Name Rights (#) or Payout ($ 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 1996 for such future obligations was $15,361($11,281 and $4,080,
for Joel Kramer and Kenneth Schneider, respectively).
</FN>
Compensation Plan for Other Compensation
The Company adopted, and the stockholders approved, a Stock Option Plan (the
"1993 Plan") under which options ("Options") to purchase 100,000 shares of the
Company's Common Stock have been reserved. As of December 31, 1996, there were
75,000 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 the tax treatment accorded under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code.")
All directors and 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 1993 Plan to a committee consisting of not
less than two 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 granted to any
person then owning 10 percent or more of the voting power of all classes of the
Company's stock, the purchase price per share subject to the Incentive Stock
Option may be not less than 110 percent of the fair market value of the stock
subject to the option on the date of the grant of the option. Non-qualified
stock options to purchase the Company's Common Stock are granted at prices
determined by the Company's Board of Directors.
Options under the 1993 Plan may not have a term of more than 10 years; provided,
however, that an Incentive Stock Option granted to a person then owning 10
percent or more 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, of the stock with respect to which Incentive Stock Options are
exercisable for the first time by an optionee in any calendar year under the
1993 Plan may not exceed $100,000.
The 1993 Plan provides for certain antidilutive adjustments with respect to
shares subject to be options, as determined by the Board of Directors.
Options were granted for 5,000 shares to a director of the Company during the
year ended December 31, 1996 with an exercise price of $.79, which was the fair
market value of the Company's stock on the date of the grant. No other options
were granted or exercised during 1996.
Aggregate Option Grants in Last Fiscal Year
% of Total Options Exercise or
Number of Options Granted to Employees Base Price Expiration
Name Granted in Fiscal Year 1995 ($/Sh) Date
- ----------------------------------------------------------------------------------------------------------------------
Joel A. Kramer 0 0 - -
Kenneth S. Schneider 0 0 - -
Robert M. Kramer 5,000 100 $0.79 7/18/06
The following table sets forth information concerning each exercise of stock
options during fiscal 1996 by each of the named executive officers and fiscal
year-end value of unexercised options:
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Value of Unexercised
Number of Shares Value Unexercised Options at In-the-Money Options
Name Acquired on Exercise Realized ($) December 31, 1996 at December 31, 1996
(1)
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Joel A. Kramer 0 0 10,000 (2) 0 (3)
Kenneth S. Schneider 0 0 10,000 (2) 0 (3)
Robert M. Kramer 0 0 5,000(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 31, 1996.
(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 31, 1996.
</FN>
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 1996 and are reflected in the foregoing 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 up to the first 2% of annual wages deferred by the employee.
Each employee can contribute between 2% and 15% of his annual salary.
Contributions in calendar year 1996 did not exceed $9,240. Benefits are 100%
vested and are payable upon the employee's death, disability, retirement,
termination, and under certain specified financial circumstances. At December
31, 1996, $2,027 was contributed to the plan for officers. All contributions are
reflected in the salary column in the Summary Compensation Table.
Except for life and medical insurance benefit programs, which are available to
all employees, the Company has no other compensation plans.
Outside directors receive a per meeting fee of $500, in addition to
reimbursement of expenses for attending each meeting, or $200 per telephonic
meeting. By agreement with the World Bank, Mr. Sopher cannot accept the meeting
fee.
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, 1997. 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 LLP to audit the Company's fiscal 1997 financial
statements, and considers the firm to be well qualified to perform that
function. The Company has been advised by Grant Thornton LLP that neither it nor
any member thereof has any financial interest, direct or indirect, in the
Company.
Unless otherwise directed by the stockholder giving a proxy, proxies will be
voted in a favor of approval of Grant Thornton LLP as the Company's independent
auditors for the fiscal year ending December 31, 1997.
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 1998 Annual Meeting
Stockholders wishing to submit proposals intended to be presented at the 1998
Annual Meeting of Stockholders must be received by the Company for inclusion in
its proxy statement and form of proxy relating to that meeting by February 9,
1998.
By order of the Board of Directors.
Joel A. Kramer
Chairman
Greenlawn, New York
June 6, 1997
The Annual Report to Stockholders for the fiscal year ended December 31, 1996,
which includes financial statements has been mailed to stockholders together
with this Proxy Statement. The Annual Report does not form any part of the
materials for solicitation of proxies.
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 22, 1997, and any and all adjournments thereof,
this proxy revokes any proxy previously given.
(to be signed on reverse side)
See
Reverse
Side
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