SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MICRONETICS WIRELESS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (check the appropriate box)
[x] No fee required
MICRONETICS WIRELESS, INC.
(a Delaware corporation)
Notice of 1998 Annual Meeting
of Shareholders to be held
at 10:30 A.M. on October 8, 1998
To the Shareholders of
MICRONETICS WIRELESS, INC.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of
Shareholders (the "Meeting") of MICRONETICS WIRELESS, INC. (the
"Company") will be held on October 8, 1998 at 10:30 a.m. at the
offices of Kalin & Associates, P.C., One Penn Plaza, Suite 1425,
250 West 34th Street, New York, NY 10119 to consider and vote on
the following matters described under the corresponding numbers
in the attached Proxy Statement:
1. Election of four directors; and
2. Such other matters as may properly come before the
Meeting.
The Board of Directors has fixed August 14, 1998 at the
close of business, as the record date for the determination of
shareholders entitled to vote at the Meeting, and only holders of
shares of Common Stock of the Company of record at the close of
business on that day will be entitled to vote. The stock
transfer books of the Company will not be closed.
A complete list of shareholders entitled to vote at the
Meeting shall be available for examination by any shareholder,
for any purpose germane to the Meeting, during ordinary business
hours from September 8, 1998 until the Meeting at the offices of
the Company. The list will also be available at the Meeting.
Whether or not you expect to be present at the Meeting,
please fill in, date, sign, and return the enclosed Proxy, which
is solicited by management. The Proxy is revocable and will not
affect your vote in person in the event you attend the Meeting.
By Order of the Board of
Directors
Donna Hillsgrove,
Secretary
Date: July 22, 1998
Requests for additional copies of proxy material and the Company's
Annual Report for its fiscal year ended March 31, 1998 should be
addressed to Shareholder Relations, Micronetics Wireless, Inc.,
26 Hampshire Drive, Hudson, NH 03051. This material will be
furnished without charge to any shareholder requesting it.
MICRONETICS WIRELESS, INC.
26 Hampshire Drive
Hudson, NH 03051
Proxy Statement
The enclosed proxy is solicited by the management of
Micronetics Wireless, Inc. (the "Company") in connection with the
1998 Annual Meeting of Shareholders (the "Meeting") to be held on
October 8, 1998 at 10:30 A.M. at the offices of Kalin &
Associates, P.C., One Penn Plaza, Suite 1425, 250 West 34th Street, New York,
NY 10119 and any adjournment thereof. The Board of Directors has
set August 14, 1998 as the record date for the determination of
shareholders entitled to vote at the Meeting. A shareholder
executing and returning a proxy has the power to revoke it at any
time before it is exercised by filing a later proxy with, or
other communication to, the Secretary of the Company or by attending
the Meeting and voting in person.
The proxy will be voted in accordance with your directions
as to:
(1) The election of the four persons listed herein as
directors of the Company; and
(2) Such other matters as may properly come before the
Meeting.
In the absence of direction, the proxy will be voted in
favor of management's proposals.
The entire cost of soliciting proxies will be borne by the
Company. The cost of solicitation, which represents an amount
believed to be normally expended for a solicitation relating to
an uncontested election of directors, will include the costs of
supplying necessary additional copies of the solicitation
materials and the Company's Annual Report to Shareholders for its fiscal
year ended March 31, 1998 (the "Annual Report") to beneficial owners
of shares held of record by brokers, dealers, banks, trustees, and
their nominees, including the reasonable expenses of such
recordholders for completing the mailing of such materials and
Annual Reports to such beneficial owners.
Only shareholders of record of the Company's 3,458,215
shares of Common Stock (the "Common Stock") outstanding at the close of
business on August 14, 1998 will be entitled to vote. Each share
of Common Stock is entitled to one vote. Holders of a majority
of the outstanding shares of Common Stock must be represented in
person or by proxy in order to achieve a quorum. The proxy
statement, the attached notice of meeting, the enclosed form of
proxy and the Annual Report are being mailed to shareholders on
or about September 8, 1998. The Company's principal executive
offices are located at 26 Hampshire Drive, Hudson, New Hampshire 03051
and its telephone number at that location is (603) 883-2900.
1. ELECTION OF DIRECTORS
Four directors are to be elected by a majority of the votes
cast at the Meeting, each to hold office until the next Annual
Meeting of Shareholders and until his or her respective successor
is elected and qualified. The persons named in the accompanying
proxy have advised management that it is their intention to vote
for the election of the following nominees as directors unless
authority is withheld:
Roy L. Boe
Richard S. Kalin
Barbara Meirisch
David Siegel
Management has no reason to believe that any nominee will be
unable to serve. In the event that any nominee becomes
unavailable, the proxies may be voted for the election of such
person or persons who may be designated by the Board of
Directors.
The following table sets forth certain information as to the
persons nominated for election as directors of the Company at the
Meeting:
Position with Director
Name Age the Company Since
Richard S. Kalin 43 Chief Executive Officer, April 1987
Chairman, President,
and Director
Roy L. Boe 67 Director January 1994
Barbara Meirisch 56 Director September 1996
David Siegel 70 Director April 1987
Mr. Richard S. Kalin was appointed Chief Executive Officer
in January 1992 and Chairman of the Board in June 1989. Prior
thereto he had been Secretary and a director of the Company since April
1987. Mr. Kalin is also Secretary and a director of Pentech
International, Inc., a manufacturer and distributor of stationery
products. He has also been engaged in the private practice of
law since 1978, and currently is a principal of Kalin & Associates,
P.C., counsel to the Company.
Mr. Roy L. Boe has been a director of the Company since
January 1994. Mr. Boe is President of the Worcester IceCats, a
professional ice hockey team located in Worcester, Massachusetts
since April 1994. He is also a director of Pentech
International,Inc., a company engaged in the distribution of writing
instruments.
Ms. Barbara Meirisch has been a director of the Company
since September 1996. Her most recent assignment at AT&T was from
January 1990 to January 1996 as a Director of Public Relations in
Advertising for the Network Wireless Systems Business Unit, where
she had responsibility for developing wireless communication
strategies for domestic and international operations and media
relations. Presently, she is a strategic marketing consultant
for communication companies.
Mr. David Siegel has been a director of the Company since
April 1987. Mr. Siegel is also Chairman of the Board of
Directors of Surge Components, Inc., a distributor of passive electronic
components and a director of Kent Electronics, Inc., a
manufacturer of electronic cable assemblies and a distributor of electronic
components.
Directors serve until the next Annual Meeting of
Shareholders and until their respective successors are elected and qualify.
During the fiscal year ended March 31, 1998 ("Fiscal 1998"),
the Board of Directors held two meetings and acted five times by
unanimous consent.
OTHER EXECUTIVE OFFICERS
Mr. David Robbins, 34, was appointed Senior Vice President
and Chief Operating Officer in March 1997. He was appointed Chief
Technical Officer during Fiscal 1997. He has been employed by
the Company in various capacities since February 1992.
Ms. Donna Hillsgrove, 49, was appointed Secretary and
Treasurer of the Company in January 1994. Prior to that time she
was Controller of the Company. She has been employed by the
Company since April 1992.
Mr. Stuart Bernstein, 39, was appointed Vice President of
VCO Sales in September 1996. Prior to that time, he was Purchasing
Manager of the Company from November 1994. He has been employed
by the Company in various capacities since 1990.
Ms. Catherine Marino, 33, was appointed Assistant Vice
President of Manufacturing in September 1996. She has been
employed by the Company in various capacities since June 1984,
including the position as Manufacturing Manager since 1992.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Section 16(a) of Securities Exchange Act of 1934 requires
the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's
equity securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Based solely on its
review of the copies of such forms received by it, the Company
believes that, during fiscal 1998 all executive officers and
directors of the Company complied with all applicable filing
requirements.
EXECUTIVE COMPENSATION
The following table sets forth information relating to the
cash compensation received by the Company's President. None of
the Company's officers had cash compensation in Fiscal 1998 of more
than $100,000 per year. No executive officer received benefits
in excess of ten percent of their cash compensation.
SUMMARY COMPENSATION TABLE
Long
Other Term
Annual Annual Compen-
Name and Com- Compen- sation/ Other
Principal Fiscal pensation sation Option Compen-
Position Year Salary ($) Bonus ($) Grants sation
Richard 1998 77,816(1) 13,311 57,500(2) 6,446(3)
S. Kalin, 1997 52,649(1) - 25,000 6,195(3)
Chairman 1996 72,289(1) - 85,000(2) 6,015(3)
and
President
(1) Includes $37,816 in legal fees and disbursements to Kalin &
Associates, P.C., of which Mr. Kalin is a principal in
Fiscal 1998, $22,533 of such fees in Fiscal 1997 and $42,289 of
such fees in Fiscal 1996. Does not include $30,000 in fees paid
to Makenzie Communications, an advertising agency owned by Mr.
Kalin's wife, during Fiscal 1998 and Fiscal 1997 and $24,000
during Fiscal 1996 as to which Mr. Kalin disclaims beneficial
ownership.
(2) Includes 35,000 long term compensation/option grants granted
to Mr. Kalin's wife in Fiscal 1997 and 7,500 of such option
grants in Fiscal 1998, as to which Mr. Kalin disclaims
beneficial ownership.
(3) Includes expenses relating to furnishing Mr. Kalin an
automobile.
EMPLOYMENT AGREEMENT
On September 19, 1996, Mr. Kalin entered into an employment
agreement (the "Agreement") with the Company that terminates
September 19, 2001, unless terminated earlier. The Agreement
provides for a base salary of $50,000 per annum. As additional
compensation, Mr. Kalin receives three percent (3%) of the
Company's pre-tax profits up to the levels reported in the prior
fiscal year and five percent (5%) of any such profits in excess
of such amount. The Agreement also provides for a monthly $500
automobile allowance.
STOCK OPTION PLANS
In August 1987, the Company adopted and the shareholders
approved an Incentive Stock Option Plan (the "ISO Plan") pursuant
to which options to purchase up to an aggregate of 100,000 shares
of Common Stock may be granted to all employees, officers and
directors of the Company (there are currently 46 employees,
officers and directors of the Company). In June 1989, the ISO
Plan was amended to increase the number of shares of Common Stock
which may be granted under the ISO Plan to 200,000. Such options are
intended to qualify as "incentive stock options" within the
meaning of Section 422A of the Internal Revenue Code. In August 1987,
the Company also adopted and the shareholders approved an Executive
Stock Option Plan (the "ESO Plan") pursuant to which options to
purchase up to an aggregate of 100,000 shares of Common Stock may
be granted. On April 14, 1994, the Company adopted a 1994
Stock Option Plan (the "1994 Plan") and readopted it on July 18, 1995
pursuant to which options to purchase up to 300,000 shares of
Common Stock may be granted to employees, consultants, advisors
and/or directors. On January 18, 1996, the Company adopted a 1996
Stock Option Plan (the "1996 Plan") pursuant to which options to
purchase up to 300,000 shares of Common Stock may be granted to
employees, consultants, advisors and/or directors. Options
granted pursuant to the 1994 Plan and 1996 Plan may be incentive options
or non-qualified options as such terms are defined in the Internal
Revenue Code of 1986, as amended (The ISO Plan, the ESO Plan, and
the 1994 Plan and the 1996 Plan are referred to collectively as
the "Plans").
The Plans are administered by the Board of Directors which
has the authority to determine the persons to whom the options may be
granted, the number of shares of Common Stock to be covered by
each option, the time or times at which the options may be granted or
exercised and for the most part, the terms and provisions of the
options. The exercise price of options granted under the ISO
Plan, the 1994 Plan and the 1996 Plan may not be less than the fair
market value of the shares of Common Stock on the date of grant
(110% of such price if granted to a person owning in excess of
ten percent of the Company's securities). Options under the ISO Plan
may no longer be granted, nor may options be exercised more than
ten years from the date of grant (five years if granted to a
person owning in excess of ten percent of the Company's securities).
Options granted under the 1994 Plan and the 1996 Plan may not be
granted more than ten years from the date of adoption of the 1994
Plan and the 1996 Plan, nor may options be exercised more than
ten years from the date of grant.
The following table sets forth certain information with
respect to the named executive officers of the Company who have
been granted options to purchase the Company's Common Stock
(except as otherwise set forth) during Fiscal 1998:
OPTION GRANTS IN FISCAL 1998
Percent
of Total
Options
Options Granted in Exercise Expiration
Name Granted Fiscal Year Price ($)(2) Date
Richard S. Kalin 25,000 13.16% 1.7825 4/16/02
25,000 13.16% 2.00 9/20/02
Roy L. Boe 10,000 5.26% 2.00 9/20/02
Barbara Meirisch 10,000 5.26% 2.00 9/20/02
David Siegel 10,000 5.26% 2.00 9/20/02
Stuart Bernstein(1) 5,000 2.63% 2.00 9/20/02
Catherine Marino(1) 10,000 5.26% 2.00 9/20/02
Donna Hillsgrove(1) 2,500 (3) 2.00 9/20/02
David Robbins(1) 10,000 5.26% 2.00 9/20/02
(1) Pursuant to 1996 Stock Option Plan
(2) Options were granted at an exercise price equal to the fair
market value of the Company's Common Stock on the date of
grant.
(3) Less than 1%.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END (FYE) OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options Options
Acquired At FYE (#) At FYE ($)
On Value Exercisable/ Exercisable/
Name Exercise Realized ($) Unexercisable Unexercisable(2)
Richard
S. Kalin 35,000 $46,025 100,000/25,000 $71,062/18,750
(1) Represents fair market value of the Company's Common Stock
at the exercise date minus the exercise price.
(2) Represents fair market value of the Company's Common Stock
at March
31, 1998 of $2.75 as reported by NASDAQ, less the exercise
price.
COMPENSATION OF DIRECTORS
Directors not employed by the Company are compensated as
consultants for the time spent on Company matters, including
attendance at directors' and other meetings. During Fiscal 1998, each
non-employee director received $750 as consultant fees. Each director also
received a grant of options during Fiscal 1998. See "Stock Option Plans"
above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of July 18, 1998 the
number of shares of Common Stock held of record or beneficially (i) by
each person who held of record, or was known by the Company to own
beneficially, more than five percent of the outstanding shares of
the Common Stock, (ii) by each director and (iii) by all officers
and directors as a group:
Number of Percent of
Names and Address Shares Owned Outstanding Shares
Richard S. Kalin 1,110,882(1) 30.84%
One Oak Forest Lane
Mendham, NJ 07945
David Siegel 231,887(2) 6.66%
2488 Horace Court
Bellmore, New York 11710
Number of Percent of
Names and Address Shares Owned Outstanding Shares
Roy L. Boe 49,970(3) 1.43%
c/o Micronetics Wireless,
Inc.
26 Hampshire Drive
Hudson, NH 03051
Kenneth Pasternak 202,500 5.85%
99 Rose Avenue
Woodcliff Lake, NJ 07675
Barbara Meirisch 18,000(5) (7)
17 Woods End Road
West Orange, NJ 07052
All Officers and 1,495,489 40.26%
Directors as a group (1)(2)(3)(5)(6)
(eight persons)
(1) Includes 136,132 shares of Common Stock held in his
retirement accounts and options to purchase an aggregate
of 100,000 shares of Common Stock at exercise prices ranging
from $1.78 to $2.25 per share. Also includes 422,850 shares
of Common Stock and options to purchase an aggregate of 43,750 shares
of Common Stock owned by his wife and/or minor child.
(2) Includes 53,050 shares of Common Stock owned of record by
RJW Trading Corp., a personal holding company 100% owned by Mr.
Siegel and members of his family, 14,970 shares of Common
Stock held in his retirement account, 18,750 shares of
Common Stock owned by his wife, and options to purchase an
aggregate of 20,000 shares of Common Stock exercisable at prices
ranging from $1.875 to $2.25 per share.
(3) Includes options to purchase an aggregate of 25,000 shares
of Common Stock at exercise prices ranging between $1.875 and
$2.00 per share. Also includes 14,970 shares of Common
Stock owned by his wife, Betty Boe.
(4) Based on information furnished to the Company on Form 13D
dated February 25, 1995.
(5) Includes an option to purchase an aggregate of 10,000 shares
of Common Stock exercisable at $1.875.
(6) Includes options to purchase 305,200 shares of Common Stock
that are issuable upon exercise within sixty days at average
exercise prices ranging between $1.78 to $2.25 per share and
an additional 2,600 shares owned by officers of the Company
who are not also directors.
(7) Less than 1%.
2. OTHER MATTERS
The Board of Directors has no knowledge of any other matters
which may come before the Meeting and does not intend to present
any other matters. However, if any other matters shall properly
come before the Meeting or any adjournment thereof, the persons
named as proxies will have discretionary authority to vote the
shares of Common Stock represented by the accompanying proxy in
accordance with their best judgment.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Paul C. Roberts, an
independent certified public accountant, auditor of its Fiscal
1998 financial statements, as the auditor of the financial statements
of the Company for its current fiscal year ending March 31, 1999.
Mr. Roberts has been invited to the Meeting, but it is uncertain
whether he will attend. If he does, he will be given the
opportunity to make a statement and to answer questions any
shareholders may have.
SHAREHOLDER'S PROPOSALS
Any shareholder of the Company who wishes to present a
proposal to be considered at the next annual meeting of
shareholders of the Company and who wishes to have such proposal
presented in the Company's Proxy Statement for such meeting must
deliver such proposal in writing to the Company at 26 Hampshire
Drive, Hudson, NH 03051 on or before May 8, 1999.
By Order of the Board of Directors
Donna M. Hillsgrove,
Secretary
Dated: July 22, 1998
WPDOCS\MICRO\PXY-NOT.98
PROXY
MICRONETICS WIRELESS, INC.
26 Hampshire Drive
Hudson, NH 03051
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, revoking all proxies, hereby appoints
Richard S. Kalin and David Siegel and each of them, proxies with
power of substitution to each, for and in the name of the
undersigned to vote all shares of Common Stock of Micronetics
Wireless, Inc. (the "Company") which the undersigned would be
entitled to vote if present at the Annual Meeting of Shareholders
of the Company to be held on October 8, 1998, at 10:30 A.M. at
the offices of Kalin & Associates, P.C., One Penn Plaza, Suite 1425,
New York, NY 10119 and any adjournments thereof, upon the matters
set forth in the Notice of Annual Meeting.
The undersigned acknowledges receipt of the Notice of Annual
Meeting, Proxy Statement and the Company's 1998 Annual Report.
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD Authority
below (except as marked vote for all nominees
to the contrary below) listed below
(INSTRUCTION: To withhold authority to vote for an individual
nominee, strike a line through such nominee's name in the list
below.)
ROY L. BOE, RICHARD S. KALIN, BARBARA MEIRISCH AND DAVID SIEGEL
2. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING
FOR AGAINST ABSTAIN
PLEASE SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
and when properly executed will be voted as directed herein. If
no direction is given, this Proxy will be voted FOR Proposals 1
and 2.
Date: , 1998
(Signature)
(Signature, if held jointly)
Where stock is registered in the names
of two or more persons ALL should sign.
Signature(s) should correspond exactly
with the name(s) as shown above. Please
sign, date and return promptly in the
enclosed envelope. No postage need be
affixed if mailed in the United States.
Requests for copies of proxy materials, the Company's Annual
Report for its fiscal year ended March 31, 1998 on Form 10-KSB
should be addressed to Shareholder Relations, Micronetics
Wireless, Inc., 26 Hampshire Drive, Hudson, New Hampshire 03051.
This material will be furnished without charge to any shareholder
requesting it.