SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
WILTEK INC
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(Name of Registrant as Specified In Its Charter)
MERRILL
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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WILTEK, INC.
542 WESTPORT AVENUE
NORWALK, CONNECTICUT 06851
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of Shareholders of Wiltek, Inc. will be held at
the Company's headquarters, 542 Westport Avenue, Norwalk, Connecticut
on Thursday, March 28, 1996 at 3:00 P.M., for the following purposes:
1. The election of four directors to serve until the next Annual
Meeting of Shareholders and until their successors are elected and
have qualified.
2. The transaction of such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The date fixed by the Board of Directors as the record date for the
determination of the shareholders entitled to notice of and to vote at
said Annual Meeting or any adjournment or adjournments thereof is the
close of business on January 30, 1996.
By Order of the Board of Directors,
Boris Frenkiel
Secretary
Dated: February 13, 1996
SHAREHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE
MEETING PERSONALLY, ARE REQUESTED TO DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. SHAREHOLDERS WHO HAVE RETURNED THEIR
PROXIES, BUT WHO ATTEND THE MEETING IN PERSON MAY VOTE AT THE MEETING,
IF THEY WISH.
WILTEK, INC.
542 WESTPORT AVENUE
NORWALK, CONNECTICUT 06851
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 28, 1996
SOLICITATION AND REVOCATION OF PROXIES
This proxy statement is furnished in connection with the solicitation
of proxies by the Directors of Wiltek, Inc. (the "Corporation") for
use at its Annual Meeting of Shareholders, to be held on Thursday,
March 28, 1996, and will be mailed to shareholders on or about
February 13, 1996.
The Annual Meeting is called for the purposes of electing directors
and conducting such other business as may properly come before the
meeting. Any proxy given pursuant to this solicitation may be revoked
by the person executing the same by written instruction given to the
Secretary of the Corporation at any time prior to its exercise; by
filing a later dated proxy with the Secretary; or by revoking same,
orally, in open meeting, but mere attendance at the meeting will not
effect such a revocation.
Solicitation of proxies by management will be made by mail and may
also be made by telephone and personal solicitation by the
Corporation's officers, Directors or regular employees, who will
receive no remuneration therefor. The cost of such solicitation will
be borne by the Corporation. In addition, the Corporation will
request banks, brokers or other persons holding shares in their names
or the names of their nominees to distribute proxies, proxy material
and annual reports to the beneficial owners of such shares, and will
reimburse such persons for their reasonable out-of-pocket expenses
incurred in making such distribution.
A copy of the Corporation's Annual Report to Shareholders, including
its report on Form 10-KSB containing certified financial statements
for the fiscal year ended October 31, 1995 and management's discussion
and analysis, is included herewith, but is not to be considered as a
part of the proxy soliciting materials except for the financial
statements and management's discussion and analysis contained therein,
which are hereby incorporated herein by reference.
VOTING RIGHTS
Only holders of shares of Common Stock of record at the close of
business on January 30, 1996, are entitled to vote at the meeting. On
that date, there were 3,637,258 shares of Common Stock outstanding and
entitled to vote, each such share having one vote. There are no
cumulative voting rights. All properly executed proxies received at
or prior to the meeting will be voted pursuant to the instructions set
forth therein, and, if no instructions are given, will be VOTED FOR ALL
management proposals.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 30, 1996, the shares of
Common Stock beneficially owned by (a) each beneficial owner of 5% or
more of the Common Stock of the Corporation and (b) Management,
including: each director and nominee for director; each executive
officer named in the Executive Compensation Section and all officers
and directors as a group.
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TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF % OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
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COMMON STOCK JAY W. FITZPATRICK 406,474 (1)(2)(3)(6) 10.9
99 Field Point Road,
Fairfield, CT 06430
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COMMON STOCK F. SPENCER POOLEY 263,016 (1)(2)(3)(6) 7.1
66 Glen River Rd.,
Wilton, CT 06897
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COMMON STOCK BORIS FRENKIEL 342,460 (1)(2)(4)(6) 9.3
241 Catalpa Rd.,
Wilton, CT 06897
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COMMON STOCK GRAEME MACLETCHIE 298,439 (1)(5)(6) 8.1
1 Dunham Place
Irvington, NY 10533
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COMMON STOCK All officers and 1,469,489 (6) 36.9
directors as a group -
(5 Persons)
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(1) Director and Nominee for Director of the Corporation.
(2) Officer of the Corporation
(3) Includes 75,000 shares issuable within 60 days upon exercise of
employee stock options.
(4) Includes 50,000 shares issuable within 60 days upon exercise of
employee stock options.
(5) Includes 5,000 shares owned by his wife, as to which beneficial
ownership is disclaimed.
(6) The nature of beneficial ownership of all shares is the sole
voting and investment power unless otherwise indicated.
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INFORMATION WITH RESPECT TO NOMINEES FOR ELECTION AS DIRECTORS
The following table sets forth the slate of nominees proposed for
election as Directors; the present principal occupation, including
position, if any, with the Corporation, of each nominee; his age and his
business experience during the past five years. The table below is based
in part on information received from the respective nominees and in part
from the records of the Corporation. Each of the persons named is an
incumbent director previously elected by the shareholders.
JAY W. FITZPATRICK, 54, has served in the positions as President,
Treasurer and Director of the Corporation since 1983 and Chairman of
the Board since 1994. On March 6, 1995, due to medical reasons he
resigned as President and Treasurer.
F. SPENCER POOLEY, 55, has served as Vice President of the
Corporation since 1970. He was appointed to Wiltek's Board of
Directors in 1994.
BORIS FRENKIEL, 56, has served as Vice President of the
Corporation since 1983. He was appointed to Wiltek's Board of
Directors in 1994.
GRAEME MACLETCHIE, 58, has been Senior Vice President of C. J..
Lawrence Deutsche Bank Securities Corporation from 1970 to 1995, and
presently he is a Senior Vice President of Alex Brown & Sons, Inc., an
investment securities company. He was appointed to Wiltek's Board of
Directors in 1994.
The persons named in the accompanying proxy will, unless proxies are marked
otherwise, vote for the election as directors of the four nominees named
above. Such nominees, if elected, will hold office until the next
Annual Meeting of Shareholders and until their respective successors
shall have been duly elected and qualified. It is not anticipated that any
of the nominees will be unavailable to serve as a Director of the
Corporation, but if that contingency should arise prior to the election,
the persons name in the accompanying proxy, when voting at the meeting,
are authorized to substitute another person chosen by the Corporation's
Board of Directors.
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
There are currently two committees of the Board of Directors, an Audit
Committee and a Compensation committee. The Board of Directors does not
have a Nominating Committee. The Audit Committee, of which Graeme MacLetchie
is the sole member, recommends to the Board of Directors the engagement of
the independent accountants and reviews with the independent accountants
the scope and results of the audit, the Corporation's internal
accounting system and the recommendations of the independent accountants
with respect to accounting matters. The Committee met once during fiscal
1995, and again on December 21, 1995. The Compensation Committee, of which
Graeme MacLetchie is the sole member, determines executive salary and
bonuses. The Committee met once during fiscal 1995.
During the 1995 fiscal year the Board of Directors held four meetings. All of
the directors attended 75% or more of the total meetings of the Board of
Directors and all Committees of which he or she was a member.
Directors of the Corporation who are not full-time employees receive a fee of
$500 per quarter for their services as director, payable in advance, and
are entitled to reimbursement of expenses for attendance at meetings. There
are no fees payable for attendance at meetings of the Board or its Committees.
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EXECUTIVE COMPENSATION
The following table sets forth information with respect to cash
compensation, paid or accrued by the Corporation for its last three
fiscal years each ended October 31, to its executive officers whose
aggregate cash and cash equivalent forms of remuneration in fiscal
1995 exceeded $100,000, and for all executive officers as a group.
ANNUAL COMPENSATION
Total Stock
Name and Principal Salary Holdings as
Position Year (In Dollars) of 10/31/95
JAY W. FITZPATRICK 1995 132,600 331,474
Chairman of the Board 1994 151,400 348,874
1993 151,400
F. SPENCER POOLEY 1995 141,700 188,016
Vice President 1994 128,200 188,016
1993 128,200
BORIS FRENKIEL 1995 120,600 292,460
Vice President 1994 116,400 296,960
1993 116,400
All Executive Officers as 1995 525,700 862,050
a Group (5 Persons) 1994 396,000 834,850
1993 396,000
50,000 shares of common stock was granted from the 1994 Employee's Stock
Option Plan to one of the Executive Officers of the Corporation during the
Fiscal Year ended October 31, 1995 and no Executive Officer of the
Corporation had any "in the money" options at the end of said Fiscal Year.
There are in effect employment agreements with Messrs. Teitelman and
Frenkiel providing for employment for one year from December 31, 1995, at
an annual base compensation of $110,000 for Mr. Teitelman, and $84,800 for
Mr. Frenkiel. The agreement with Mr. Pooley will expire on May 1, 1996,
with a total compensation including severance in the amount of $101,492.
These agreements are terminable, but, except for certain circumstances,
upon such termination the officer will be entitled to severance payments
equal to one-half his last pertaining annual base compensation rate.
The employment agreements as in effect during fiscal 1995 did not
preclude the payment of bonuses in addition to the specified base
compensation. A bonus was awarded to David Teitelman of $20,000 in cash and
$21,000 in the company's common stock.
EMPLOYEE BENEFIT PLANS
401(K) PENSION PLAN
The Wiltek, Inc. 401 (k) Pension Plan, adopted as of November 1, 1985, is
available to all employees who have been in the Corporation's employ for
six months. Each participant in the plan may elect to contribute up to
15% of his or her compensation pursuant to a Salary Reduction Agreement.
Contributions by the one-third most highly compensated participants may be
limited to less than 15% in accordance with statutory restrictions of 401 (k)
plans. The Corporation may, in its sole discretion, elect to make a matching
contribution of up to two-thirds of
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each participant's contribution. No such matching contributions have ever
been made by the corporation. At the Board of Directors' meeting held on
December 21, 1995, a 10% matching contribution was approved effective
January 1, 1996. Each participant directs the investment of the contributions
for his or her account in shares of one or more of four Phoenix Series
funds. Upon retirement or termination of employment, the full value of the
shares in such participants' account is paid in cash to the participant in
a single lump sum. In the event of the death of a participant, the payment
is made to his or her designated beneficiary, if any, who may elect
payment to be made in the form of an annuity.
STOCK OPTION PLANS
1983 AND 1988 STOCK OPTIONS
An aggregate of 52,000 shares of the Common Stock of the Corporation is
reserved for issuance pursuant to the 1983 Stock Option Plan, (the "1983
Plan"), which expired June 8, 1988 and an aggregate of 176,500 shares of the
Common Stock of the Corporation is reserved for issuance pursuant to the
1988 Stock Option Plan, (the "1988 Plan"), which expired June 6, 1993.
Since both of these plans had expired prior to the commencement of Fiscal
1995, no options were available for grant during the Fiscal Year ending
October 31, 1995.
Under both the 1983 and 1988 Plans, the Board of Directors, acting upon
the recommendation of the Compensation Committee, composed of Directors
not eligible to receive options, granted options for the purchase of
shares at an option price not less than the fair market value at date of
grant. Upon exercise under either Plan, the full purchase price is to be
paid in cash except that, if so authorized in writing in advance by the
Committee, payment may also be made in outstanding shares of Wiltek common
stock, or a combination of shares and cash.
Options issued under both Plans are either incentive stock options (ISO's)
or nonqualified stock options (NQSO's); have option terms of 10 years, or
less; and are non-transferable, except by testamentary disposition or the laws
of descent and distribution. While NQSO's may be exercised in full or in
part at any time, ISO's may not be exercised for a period of one year
after the date of grant and expire unless exercised within three months (or
in the case of death or disability, one year) following termination of
employment. NQSO's expire ten days later than ISO's. Under the 1988 Plan,
grants of options to any one employee which first become exercisable in
any given calendar year were limited to stock having a fair market value, at
the date of grant, of no more than $100,000.00.
NO STOCK OPTIONS EXERCISED UNDER `83 AND `88 PLANS
No options were exercised by, any officers and/or employees during the three
year period ending October 31, 1995. As of October 31, 1995 there were no
options outstanding at an exercise price lower than the fair market value
of the stock and no options granted by the Corporation have been
repriced during the last completed fiscal year.
1994 STOCK OPTIONS
The 1994 Employee's Stock Option Plan authorizing 750,000 shares and 1994
Non-Employee Directors'/Officers' Stock Option Plan authorizing 100,000
shares was approved by the shareholders at the annual meeting held on March
28, 1995.
An aggregate of 517,000 shares and 35,000 shares of common stock of the
corporation are reserved for issuance pursuant to the 1994 Stock Option Plan
(the "1994 Plan") respectively, which will expire on August 23, 1999.
Both Plans were created to give a proprietary interest in the company to
those key employees, present and future Directors/Officers who are not
employees but whose performance strongly influences the company's success; to
stimulate their efforts on behalf of the stockholders and the company; to
retain their services; and to attract to the company other individuals of
outstanding ability.
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The Plan authorizes the Compensation Committee, composed of Directors
ineligible to receive options, to grant options, through August 23, 1999,
to eligible employees and non-employees (the D/O) at a purchase price not
less than the fair market value at the date of the grant. Options granted
under the Plan may be in the form of "Incentive Stock Options", ("ISO's"),
or options which do not qualify as ISO's, ("NQSO's"). Grants of options
to any one employee which, under the terms of the Plan, first become
exercisable in any given calendar year may not be made with respect to stock
having a fair market value of more than $100,000.
Upon exercise of the option, the full purchase price is to be paid in cash,
except that, if so authorized in advance by the Committee, payment may be
made in outstanding shares of Wiltek, Inc. stock, or in a combination of such
shares and cash.
The option term may not exceed a period of 10 years. While NQSO's may be
exercised in full or in part at any time, ISO's may not be exercised
for a period of one year after the date of grant and no employee may
exercise in any one calendar year, ISO's exercisable for the first time,
with respect to stock having a fair market value of more than $100,000.
ISO's terminate unless exercised within three months following termination
of employment, except that if the termination is for disability or death
the period is one year. NQSO's terminate ten days later than ISO's.
Options are non-transferable, except by testamentary disposition or the
laws of descent and distribution. Upon the expiration or termination of
an option, the shares which were set aside for the exercise of such
option again become available for the grant of new options thereon.
STOCK OPTIONS EXERCISED UNDER THE 1994 PLAN
10,000 shares of common stocks were exercised during fiscal year 1995. As of
October 31, 1995, 517,000 shares of employees and 35,000 shares of
non-employee options were outstanding at an exercise price lower than the
fair market value of the stock. No options granted by the Corporation have
been repriced during the last completed fiscal year.
INDEPENDENT ACCOUNTANTS
Grant Thornton LLP acted as the Corporation's independent accountants in the
audit of its books and accounts for the fiscal year which ended October 31,
1995, and has been retained to act as such independent accountants for the
current fiscal year ending October 31, 1996. Representatives of Grant
Thornton LLP are expected to be present at the meeting and will have the
opportunity to make a statement if they desire to do so and will also be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders submitted for consideration at the 1997 Annual
Meeting of Shareholders must be received by the Corporation no later than
October 18, 1996 in order to be included in the proxy statement and proxy
card for that meeting.
OTHER MATTERS
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As of the date of this Proxy Statement, the management has no
knowledge of any other business to be presented to the meeting, but if other
business is properly brought before the meeting the persons named in the
Proxy will vote according to their discretion.
By Order of the Board of Directors,
Boris Frenkiel
Secretary
Dated: February 13, 1996
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WILTEK, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints JAY W. FITZPATRICK and BORIS FRENKIEL,
or either one of them, the proxy or proxies of the undersigned with full
power of substitution and revocation, to vote and act in his name, place and
stead at the Annual Meeting of Shareholders to be held at The Company's
headquarters, 542 Westport Avenue, Norwalk, Connecticut, on Thursday, March
28, 1996 at 3:00 PM., and at any adjournments thereof, with such powers as
the undersigned would have if he were present thereat.
(PLEASE SIGN AND DATE THE PROXY ON THE REVERSE SIDE)
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
FOR all nominees AUTHORITY
listed at right WITHHELD Nominees: Jay W. Fitzpatrick
(except as marked as to all nominees Boris Frenkiel
to the contrary) Graeme MacLetchie
F. Spencer Pooley
1. ELECTION
OF / / / /
DIRECTORS
(INSTRUCTIONS: To withhold authority to vote
for any individual, write that nominee's name on
the line below).
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2. In their discretion to vote upon such other matters which may properly
come before the meeting or any adjournment or adjournments thereof.
UNLESS MARKED TO THE CONTRARY, THE PROXIES SHALL BE DEEMED TO HAVE AUTHORITY
TO VOTE "FOR" PROPOSAL 1, AND SHALL VOTE UPON ANY OTHER MATTER IN
ACCORDANCE WITH THEIR DISCRETION.
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SHAREHOLDER'S SIGNATURE
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(SHAREHOLDER'S SIGNATURE IF HELD JOINTLY)
NOTE: Please sign your name or names exactly as set forth above. If signing as
attorney, executor, administrator, trustee or guardian or any similar
capacity, please indicate the capacity in which you are acting. Proxies
executed by corporations should be signed by a duly authorized officer and
should bear the corporate seal.