SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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TECHNICAL COMMUNICATIONS CORPORATION
(Name of Registrant as Specified In Its Charter)
M. Mahmud Awan
Philip A. Phalon
Robert B. Bregman
William C. Martindale, Jr
(Name of person(s) filing Proxy Statement if other than the Registrant)
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MACKENZIE PARTNES, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
(212) 929-5500
(212) 929-0308 (fax)
NEWS RELEASE
Contact:
Stanley J. Kay, Jr.
MacKenzie Partners, Inc.
FOR IMMEDIATE RELEASE:
LEADING PROXY ADVISORY FIRM SUPPORTS OPPOSITION GROUP
FOR ELECTION TO TECHNICAL COMMUNICATIONS BOARD
BOSTON, MASSACHUSETTS, August 11, 1998 - The Phalon Group, which is conducting a
proxy contest for control of the Board of Directors of Technical Communications
Corporation (NASDAQ: TCCO), announced today that Institutional Shareholder
Services, Inc. has recommended that its clients vote FOR the Phalon Group's five
director-nominees in opposition to management's candidates and FOR the proposal
to declassify the Board. Technical Communications' annual meeting currently
scheduled for this Friday, August 14, 1998 in Concord, Massachusetts.
Philip A. Phalon, head of the Phalon Group and a Company director commented, "We
are delighted to have won the recommendation of ISS for our nominees to the
Board. Support from an independent, third-party such as ISS lends credence to
our firm belief that the current Board has violated its duties to shareholders
and must be replaced if this Company is to move forward and have a profitable
future. I look forward to the additional support our slate can now expect from
ISS clients."
The ISS report states, "TCC is an exceedingly troubled company not only in terms
of financial performance, but also in that it has been run as something akin to
a publicly traded family business. Management certifies that it has taken
satisfactory measures to remedy past wrongdoings, but has not seen fit to
disclose these measures to shareholders...The board's April 30 actions [to
stagger its board] underscore its disregard for shareholders."
The ISS report concludes, "In short, this is not a board that instills
confidence in the hearts of shareholders. It has deliberately withheld pertinent
data on the misconduct of former managers from shareholders, nor would it even
reveal the costs incurred in conducting the investigation...or the nature of the
separation arrangements struck with James McCalmont...the incumbent board has
twice altered the company's bylaws to obstruct a proxy contest and frustrate the
shareholder franchise, in defiance of a court order. Such conduct is not
befitting of any board, nor should it be countenanced by shareholders. We
therefore believe that a reordering of the board and its realignment with the
welfare of shareholders is warranted. We recommend a vote FOR the dissident
slate."
Institutional Shareholder Services (ISS), based in Bethesda, Maryland, is a
leading independent advisor to several hundred institutional investors and
provides voting recommendations for proxy contests, corporate governance
proposals and other shareholder related issues.
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