PAMET SYSTEMS, INC.
1000 Main Street
Acton, Massachusetts 01720
____________________________
NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
____________________________
Acton, Massachusetts
September 13, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
PAMET SYSTEMS, INC. (the "Company"), a Massachusetts corporation, will be
held at the executive offices of the Company, 1000 Main Street, Acton,
Massachusetts 01720 on October 4, 1996, at 10:00 a.m. (Eastern Standard
Time), for the purposes of considering and voting upon the following
matters, as more fully described in the attached Proxy Statement:
1. To elect Dr. Joel B. Searcy and Mr. Lee Spelke to serve as
directors for a term of three years (expiring in 1999) and until
their respective successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only those stockholders of record at the close of business on August
14, 1996 shall be entitled to receive notice of, and vote at the meeting
and any adjournment(s) thereof. Such stockholders may vote in person or by
proxy. The stock transfer books will not be closed.
All stockholders are cordially invited to attend the meeting in
person. In any event, please mark your votes, then date, sign and return
the accompanying proxy in the envelope enclosed for that purpose (to which
no postage need be affixed if mailed in the United States) whether or not
you expect to attend the meeting in person. The proxy is revocable by you
at any time prior to its exercise. The prompt return of the proxy will be
of assistance in preparing for the meeting and your cooperation in this
respect will be appreciated.
The Annual Report of the Company for the fiscal year ended December
31, 1995 is also enclosed.
By order of the Board Of
Directors
ARTHUR V. JOSEPHSON, JR.
Clerk
PAMET SYSTEMS, INC.
1000 Main Street
Acton, Massachusetts 01720
_________________________
PROXY STATEMENT
_________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 4, 1996
This Proxy Statement is furnished to holders of Common Stock, $.01 par
value per share (the "Common Stock") of Pamet Systems, Inc. (the "Company")
in connection with the solicitation of proxies, in the accompanying form,
by the Board of Directors of the Company, for use at the Annual Meeting of
Stockholders to be held at the executive offices of the Company, 1000 Main
Street, Acton, Massachusetts on October 4, 1996, at 10:00 a.m., and at any
and all adjournments thereof. Stockholders may revoke the authority
granted by their execution of proxies at any time prior to their use by
filing with the Clerk of the Company a written revocation or duly executed
proxy bearing a later date or by attending the meeting and voting in
person. Solicitation of proxies will be made chiefly through the mails,
but additional solicitation may be made by telephone or telegram by the
officers or regular employees of the Company. The Company may also enlist
the aid of brokerage houses in soliciting proxies. All solicitation
expenses, including costs of preparing, assembling and mailing proxy
material, will be borne by the Company. This proxy statement and
accompanying form of proxy are being mailed to stockholders on or about
September 13, 1996.
Shares of the Company's Common Stock represented by executed and
unrevoked proxies will be voted in accordance with the choice or
instructions specified thereon. It is the intention of the persons named
in the proxy, unless otherwise specifically instructed in the proxy, to
vote all proxies received by them FOR the election of Dr. Joel B. Searcy
and Mr. Lee Spelke to serve as directors for a term of three years
(expiring in 1999) and until their successors are elected and qualified.
VOTING
Only stockholders of record at the close of business on August 14,
1996 will be entitled to vote at the meeting or any and all adjournments
thereof. As of August 14, 1996, the Company had issued and outstanding
2,068,950 shares of Common Stock. Each holder of Common Stock will be
entitled to one vote for each share of Common Stock registered in his or
her name on the record date. The holders of fifty-one percent (51%) of the
outstanding shares of Common Stock constitute a quorum and are required to
be present in person or by proxy to conduct business at the meeting.
The favorable vote of a plurality of the votes cast at the meeting is
necessary to elect each director of the Company. Abstentions and broker
non-votes are not considered votes cast and will have no effect on the
outcome of the matters scheduled to be considered at the Annual Meeting.
The Board of Directors recommends a vote FOR each of the nominees named
below.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. One class of
directors will be elected at the 1996 Annual Meeting. The directors in
Class III, Dr. Joel B. Searcy and Mr. Lee Spelke, are nominated for a term
of three years and until their successors are duly elected and qualified.
Each nominee has indicated to the Company that he is willing to serve as a
director of the Company if elected, and the Board of Directors has no
reason to believe that any of the nominees will become unable or unwilling
to serve. However, in the event that any nominee should become unavailable
for election for any presently unforeseen reason, the persons named in the
form of proxy will vote for any nominee who shall be designated by the
present Board of Directors.
The information set forth below as to the ages and principal
occupations of these nominees and the other members of the Board of
Directors has been furnished to the Company by such nominees or directors.
NOMINEES WHOSE TERMS EXPIRE IN 1999
(Class III)
Name Age Principal Occupation Director
Since
Dr. Joel B. Searcy 60 Dr. Searcy has been Chairman 1987
the Board of Directors and
President of the Company since
the Company's inception in 1987,
was Treasurer until May 1991 and
served as Clerk until September
1990. Dr. Searcy served as
President and Chairman of the
Board of Directors of Compudyne,
Inc., a computer timesharing
company from 1980 through 1995.
Lee Spelke 64 Mr. Spelke is a financial 1990
consultant who served as
President of Spelke Financial
Services, Inc., a financial
consulting firm, for more than
five years, through 1994.
DIRECTORS WHOSE TERMS EXPIRE IN 1997
(Class I)
Name Age Principal Occupation Director
Since
Richard C. Becker 50 Mr. Becker has been Vice 1991
President and Chief Operating
Officer since July 1993,
Assistant Clerk since February
1991 and Treasurer since May
1991. He was Vice President -
Finance and Administration of the
Company from January 1991 through
June 1993. From January 1986
through December 1990, Mr. Becker
was Manager of the Government
Manufacturing Group of Digital
Equipment Corporation, a computer
manufacturer.
Arthur V. Josephson, Jr. 54 Mr. Josephson has served as 1988
Clerk for the Company since
September 1990. In addition to
his responsibilities to the
Company, since 1985 Mr. Josephson
has served as an accounting
consultant to a number of clients
in Massachusetts. Mr. Josephson
also served as the Treasurer of
Assabet Valley Home Health
Association, Inc., a visiting
nurse agency, from 1977 through
October 1994.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
(Class II)
Name Age Principal Occupation Director
Since
Dr. Stanley J. Robboy 55 Since April 1993, Dr. Robboy 1990
has been Professor of Pathology,
Obstetrics and Gynecology and
Head of the Division of
Gynecologic Pathology of the
Department of Pathology at Duke
University Medical Center. From
January 1992 through April 1993,
Dr. Robboy was Professor of
Pathology and Chief of the
Division of Surgical Pathology of
the Department of Pathology at
Duke University Medical Center.
For more than five years prior
thereto, Dr. Robboy had been a
Professor of Pathology in the
Department of Pathology at the
University of Medicine and
Dentistry of New Jersey.
Laurence B. Berger 61 Since November 1990 Mr. Berger has 1988
served as a private consultant to
various commercial and
governmental clients. From
October 1993 through September
1994 Mr. Berger served as a
Special Project Team Member at
the Jewish Community Center of
the North Shore, a social
services agency. From September
1988 through November 1990, Mr.
Berger was Information Systems
Manager at EG&G, Inc., a
diversified electronics
manufacturer and service
contractor.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended December 31, 1995 the Board of Directors
of the Company held four meetings. During such period, each of the current
directors of the Company attended 75% or more of the aggregate of (1) the
total number of meetings of the Board of Directors and (2) the total number
of meetings held by all committees of the Board on which such director
served.
The Board of Directors has two committees, an Audit Committee and a
Compensation Committee. The Board of Directors does not have a nominating
committee.
The Audit Committee consists of Lee Spelke, Laurence B. Berger and
Stanley J. Robboy. The Audit Committee acts as a liaison between the
Company and its independent auditors and reports on matters pertaining to
the Company's independent audit and the Company's accounting policies. The
Audit Committee met once during fiscal 1995.
The Compensation Committee consists of Laurence B. Berger and Lee
Spelke. The Compensation Committee was formed to make recommendations to
the Board of Directors with respect to the compensation of the officers of
the Company for each year and to administer the Company's employee benefit
plans. The Compensation Committee met once during fiscal 1995.
Directors who are not officers of the Company are entitled to receive
an annual stipend of $1,000 for serving on the Board and its committees and
reimbursement for out-of-pocket expenses in connection with their
attendance at directors' meetings. Additionally, under the Company's 1990
Stock Option Plan, each non-employee director who is a director of the
Company on the last day of a calendar year or has ceased to be a director
during the calendar year due to his or her death or attainment of an age
greater than 65 is automatically granted a nonqualified stock option to
purchase 2,000 shares of Common Stock on January 1 of the succeeding
calendar year at the fair market value per share on the date of grant.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
The Company's executive officers and directors are required under
Section 16(a), Beneficial Ownership Reporting Compliance of the Securities
Exchange Act of 1934, as amended, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. Copies of those
reports must also be furnished to the Company. A Form 4 with respect to a
transfer of stock to the children of Dr. Joel B. Searcy, President and
Chairman of the Board was filed beyond the timely reporting time. Based
solely on the Company's review of the copies of such reports it has
received, the Company believes that all of its other executive officers and
directors, and greater than ten percent beneficial owners complied with all
filing requirements applicable to them.
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS
The following table provides information regarding ownership of the
Company's Common Stock as to each nominee and director of the Company, and
as to each person who is known to the Company to be the beneficial owner of
more than 5% of the Company's voting securities. The information set forth
below as to nominees and directors has been furnished to the Company by
such nominee or director.
Percent of Common
Name and Address of Amount and Nature of Stock (if over 1%)
Beneficial Owner Beneficial Ownership Owned Beneficially as
of August 14, 1996
Dr. Joel B. Searcy 487,502 (1) 23.5%
1000 Main Street
Acton, MA 01720
Lee Spelke 12,000 (2) __
1000 Main Street
Acton, MA 01720
Richard C. Becker 109,500 (3) 5.0%
1000 Main Street
Acton, MA 01720
Arthur V. Josephson, Jr. 48,250 (4) 2.3%
1000 Main Street
Acton, MA 01720
Dr. Stanley J. Robboy 139,500 (5) 6.6%
1000 Main Street
Acton, MA 01720
Laurence Berger 80,000 (6) 3.8%
1000 Main Street
Acton, MA 01720
Henry Mehlman 161,698 (7) 7.8%
40 Bartlett Street
Marblehead, MA 01945
Calvin Hori 145,000 (8) 7.0%
35 Norwich Road
Wellesley, MA 02181
All nominees, directors and officers 876,752 (9) 38.7%
as a group (6 people)
(1) Includes 7,500 shares issuable upon the exercise of currently
exercisable options granted to Dr. Searcy in return for his guarantee
of a working capital loan to the Company. See "Executive Compensation
- Stock Options."
(2) Includes 10,000 shares issuable upon the exercise of currently
exercisable options.
(3) Includes 106,500 shares issuable upon the exercise of currently
exercisable options, which options include 7,500 options granted to
Mr. Becker in return for his guarantee of a working capital loan to
the Company.
(4) Includes 22,000 shares issuable upon the exercise of currently
exercisable options.
(5) Includes 37,000 shares issuable upon the exercise of currently
exercisable options.
(6) Includes 12,000 shares issuable upon the exercise of currently
exercisable options.
(7) As reported on Schedule 13D filed with the Securities and Exchange
Commission on June 5, 1995.
(8) As reported on Schedule 13D filed with the Securities and Exchange
Commission on August 11, 1995.
(9) Includes 195,000 shares issuable upon the exercise of currently
exercisable options held by all directors and officers of the Company
as a group.
EXECUTIVE COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1995 the Company paid approximately $14,000 to Arthur V.
Josephson Jr., a stockholder and director for financial accounting
services.
During 1995 the Company entered in to a loan agreement with Dr.
Stanley J. Robboy a stockholder and director. The agreement provided for a
$150,000 line of credit and a $150,000 loan against contracts for the
Company. The agreement states that Dr. Robboy will receive 12% interest
on the outstanding balance and options for up to 90,000 shares of common
stock at a price of $.68 per share. The number of shares will be dependent
upon the Companys utilization of these loans. At December 31, 1995, the
loan balance was $81,099 and interest paid during 1995 was $6,669. At
August 14, 1996, the balance of the loans was $300,099 and the year to date
interest accrued was $13,580.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Representatives of Goff Carlin & Cagan, the Companys auditors, are
expected to be present at the meeting. The representatives will have the
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the
next Annual Meeting of Stockholders of the Company contemplated to be held
in 1997 must be received by the Company on or before May 16, 1997, for
inclusion in the Board of Directors' proxy statement and form of proxy
relating to the meeting.
MISCELLANEOUS
The Board of Directors knows of no other business to be acted upon at
the meeting. However, if any other business properly comes before the
meeting, it is the intention of the persons named in the enclosed proxy to
vote on such matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to
attend the meeting, please sign the proxy and return it in the enclosed
envelope.
A copy of the Company's Annual report on Form 10-KSB A-2 for the
fiscal year ended December 31, 1995 is available without charge from
Investor Relations, Pamet Systems, Inc., 1000 Main Street, Acton,
Massachusetts 01720, Telephone: (508) 263-2060.
By order of the Board of
Directors
ARTHUR V. JOSEPHSON, Jr.
Clerk
Acton, Massachusetts
September 13, 1996
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD NOW.