UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[_] 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 (S) 240.14a-11(c) or (S) 240.14a-12
LASER TECHNOLOGY, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[LOGO FOR LASER TECHNOLOGY]
7070 South Tucson Way
Englewood, Colorado 80112-3921
January 20, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held on Thursday, February 24, 2000 at 10:00 a.m. local time, at the offices
of the Company, 7070 South Tucson Way, Englewood, Colorado 80112.
Those matters expected to be acted upon at the Annual Meeting are described
in detail in the attached Notice of Annual Meeting of Shareholders and Proxy
Statement. There will also be reports on the activities of the Company and an
opportunity to submit questions or comments on matters of interest to
shareholders generally.
Your vote is important. Whether or not you attend the Annual Meeting in
person, it's important that your shares be voted on matters that come before
the meeting. I urge you to specify your choices by completing the accompanying
proxy card and returning it promptly in the enclosed envelope. If you sign and
return your proxy card without marking choices, it will be understood that you
want your shares voted in accordance with the directors' recommendations. If
you attend the Meeting, you may revoke your proxy and vote your shares in
person.
We look forward to seeing you at the Meeting.
Sincerely,
/s/ Blair Zykan
Blair Zykan
President and Chief Executive
Officer
Laser Technology, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 24, 2000
To our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Laser Technology, Inc., a Delaware corporation (the "Company"),
will be held on Thursday, February 24, 2000, at 10:00 a.m. local time, at the
offices of the Company, 7070 South Tucson Way, Englewood, Colorado 80112.
Only shareholders of record at the close of business on January 18, 2000,
are entitled to notice of and to vote at the Meeting. The items on the agenda,
as described in the attached proxy statement, are as follows:
1. To elect six directors to serve for the ensuing year or until their
successors are duly elected and qualified;
2. To ratify the appointment of Jones, Jensen & Company as independent
auditors for the Company for the fiscal year ending September 30, 2000;
and
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
All shareholders are cordially invited to attend the Meeting in person.
Holders of a majority of the Company's outstanding voting shares must be
present either in person or by proxy in order for the meeting to be held. To
assure your representation at the Meeting, and whether or not you plan to
attend in person, you are urged to mark, sign, date and return the enclosed
proxy card at your earliest convenience. Any shareholders attending the
Meeting may revoke their proxies and vote their shares in person.
By Order of the Board of Directors
/s/ Brian P. Abeel
Brian P. Abeel
Secretary
Englewood, Colorado
January 20, 2000
Laser Technology, Inc.
7070 South Tucson Way
Englewood, Colorado 80112-3921
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders (the "Meeting") of Laser
Technology, Inc. (the "Company") to be held Thursday, February 24, 2000, at
10:00 a.m. local time, at the offices of the Company, 7070 South Tucson Way,
Englewood, Colorado 80112, and at any and all adjournments thereof. The
accompanying proxy is solicited by the Board of Directors of the Company and
is revocable by the shareholder any time before it is voted. For more
information concerning the procedure for revoking the proxy, see "General."
This Proxy Statement is first being mailed to shareholders on or about January
24, 2000, accompanied by the Company's Annual Report to Shareholders for the
fiscal year ended September 30, 1999.
Shareholders of record at the close of business on January 18, 2000 will be
entitled to vote on all matters. On the record date the Company had 5,019,551
shares of the Company's Common Stock (the "Common Stock") outstanding. The
holders of the Common Stock are entitled to one vote per share. The Company
has no class of voting securities outstanding other than the Common Stock.
All votes will be tabulated by the inspector of election appointed for the
Annual Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Under the Company's Bylaws and Delaware law:
(1) shares represented by proxies that reflect abstentions or "broker non-
votes" (i.e., shares held by a broker or nominee which are represented at the
meeting, but with respect to which such broker or nominee is not empowered to
vote on a particular proposal) will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum; (2)
there is no cumulative voting and the director nominees receiving the highest
number of votes, up to the number of directors to be elected, are elected and,
accordingly, abstentions, broker non-votes and withholding of authority to
vote will not affect the election of directors; and (3) proxies that reflect
abstentions as to a particular proposal will be treated as voted for purposes
of determining the approval of that proposal and will have the same effect as
a vote against that proposal, while proxies that reflect broker non-votes will
be treated as unvoted for purposes of determining approval of that proposal
and will not be counted as votes for or against that proposal.
The proxies named in the enclosed proxy card may, at the direction of the
Board, vote to adjourn or postpone the Meeting to another time or place for
the purpose of soliciting additional proxies necessary for approval of a
proposal or otherwise.
Any properly executed proxy returned to the Company will be voted in
accordance with the instructions indicated thereon. If no instructions are
marked with respect to the matters to be acted upon, each such proxy will be
voted in accordance with the recommendations of the Board of Directors set
forth in this Proxy Statement.
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the provisions of the Company's Articles of Incorporation and
By-Laws, the Board of Directors is to consist of at least three directors and
a maximum of nine directors. Presently, the number of directors in office is
six.
At the Meeting, six directors will be nominated to be elected to the Board
of Directors, each director to hold office for one year or until the
director's successor is elected and qualified. Unless otherwise instructed, it
is intended that the shares represented by the enclosed proxy will be voted
FOR the election of the six nominees named below, all of whom are currently
directors of the Company. In the event any of the nominees named herein are
unable or decline to serve as a director at the time of the Meeting, it is
intended that the proxies will be voted for the election of a substitute
nominee as the proxy holder may determine. The Board of Directors has no
reason to believe that any nominee listed below will be unable or will decline
to serve as a director.
The following persons, all of whom are incumbent directors, are being
nominated for election to the Company's Board of Directors:
Nominee for Election to the Office of Director at the 1999 Annual Meeting
Director
Nominee Age Since Position with the Company
- ------- --- -------- -------------------------
Edwin P. Phelps................. 66 1999 Chairman of the Board and Director
Blair Zykan..................... 39 1999 President, C.E.O. and Director
Brian Abeel..................... 41 1999 Executive Vice President, Chief
Financial Officer, Secretary and
Director
Jeremy G. Dunne................. 42 1986 Vice President and Director
H. DeWorth Williams............. 64 1994 Director
Stephen Bamberger............... 44 1999 Director
Business Experience of Directors and Nominees
Edwin P. Phelps. Mr. Phelps is the Chief Executive Officer and owner of
Phelps Engineered Plastics (previously Norfield Corporation), an engineered
materials manufacturer of plastic sheeting for a variety of packaging and
construction applications. Prior to acquiring Norfield Corporation, Mr. Phelps
was the CEO of Lunn Industries. From 1984 to 1987 he served as President and
Chief Operating Officer of Crane. Inc. Mr. Phelps began his career with
General Electric Corporation, where he served as General Manager of numerous
GE divisions during a 25-year career. He holds a B.S. in Mechanical
Engineering from the University of Detroit, and a M.S.M.E. from Union College.
Blair Zykan. Mr. Zykan has been with the Company since March of 1993. From
1993 to 1998, Mr. Zykan served as Vice President of Sales and Marketing,
responsible for North America before adding global responsibility for the
Company's Survey and Mapping products in 1996. In August 1998, Mr. Zykan was
promoted as the Company's Chief Operating Officer. On February 24, 1999, Mr.
Zykan filled the vacancy created by the resignation of David Williams as
President and Chief Executive Officer. From 1983 to 1993, Mr. Zykan served in
a variety of sales and sales management positions with Armstrong World
Industries, a global manufacturer of interior finishing products. Mr. Zykan is
a 1983 graduate of Franklin & Marshall College with a B.A. in Economics.
Brian Abeel. Mr. Abeel joined the Company November 29, 1999 as Executive
Vice President and Chief Financial Officer. He has served on the Board of
Directors of the Company since February 23, 1999. Immediately prior to joining
the Company he was Co-President of Spectra Lux Corporation, a leading
manufacturer of edge-lighted displays for commercial and military aircraft
applications. He currently serves on the boards of Spectra Lux Corporation,
Aviosupport, Inc., a spares aftermarket distributor to the world's airlines,
and is a founding
2
shareholder and board member of Avio Corporation, a holding company for both
organizations. From 1988 to 1989, Mr. Abeel served as Vice President, Finance
of AmeriFresh, a division of Food Services of America. Mr. Abeel holds a B.A.
degree in business administration from the University of Washington and in
1984 passed his CPA exam.
Jeremy G. Dunne. Mr. Dunne has been employed by the Company since 1986. From
1981 to 1986, Mr. Dunne was a chief engineer for Hydrographic Services,
International in Southbrough Kent, England, a company that performs software
and system design for the hydrographic surveying industry. From 1980 to 1981,
Mr. Dunne was an electrical engineering technician with Plessy Marine, Ltd. in
Ilford Essex, England, a manufacturer of electronic instrumentation. Mr. Dunne
earned a B.A. Degree in Electrical Engineering from the University of
Cambridge, Cambridge, England.
H. DeWorth Williams. Mr. Williams is the owner of Williams Investment
Company and has been a financial consultant for more than twenty years. During
this time, Mr. Williams has been instrumental in facilitating and completing
several mergers, acquisitions, business consolidations and underwritings. Mr.
Williams is the brother of the Company's former President, David Williams.
Stephen Bamberger. Mr. Bamberger was most recently the Vice President of
Business Development for Bushnell Sports Optics, the world's largest supplier
of optical products, including binoculars, laser rangefinders, rifle scopes,
and telescopes. The LTI/Bushnell Strategic Partnership has resulted in the
Yardage Pro line of consumer laser rangefinders. Prior to his tenure at
Bushnell, he held executive positions at Bausch & Lomb, Abbott Laboratories,
and Rubbermaid. Mr. Bamberger holds a Bachelor of Arts degree in Mathematics
from the College of Wooster, Wooster, Ohio, and a Masters of Science degree in
Computer Science from Syracuse University.
The Board of Directors recommends that the shareholders vote FOR the
election of each nominee for director named above.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
All directors hold office until the next annual meeting of shareholders and
until their successors have been duly elected and qualified. The Company
compensates its non-employee directors for service on the Board of Directors
or any committee thereof via an annual retainer of $10,000 plus $2,000 for
each meeting attended in person and $500 for each meeting attended
telephonically. Directors are also eligible to receive grants of options under
the Company's incentive plans. Any non-employee director of the Company is
reimbursed for expenses incurred for attendance at meetings of the Board of
Directors and any committee of the Board of Directors. Each executive officer
of the Company serves at the discretion of the Board of Directors.
The Board of Directors has established two committees and retains the
authority to establish additional committees from time to time. The majority
of both the following committees is made up of outside directors.
The Audit Committee consists of Stephen Bamberger and Edwin P. Phelps. The
Audit Committee recommends the Company's independent certified public
accountants, reviews the annual audit and interim financial reports of the
Company, and reviews audit and any nonaudit fees paid to the Company's
independent certified public accountants. The Audit Committee reports its
findings and recommendations to the Board of Directors for ratification.
During the last fiscal year, the members of the Audit Committee were Brian
Abeel and Edwin Phelps, and the committee held three meetings. Mr. Abeel was
replaced on the audit committee by Mr. Bamberger when Mr. Abeel joined the
Company as Executive Vice President and Chief Financial Officer in November
1999.
The Compensation Committee consists of H. DeWorth Williams, Edwin P. Phelps,
and Stephen Bamberger. The Compensation Committee supervises the Company's
compensation policies, administers employee incentive plans, reviews and
approves officers' salaries, and recommends to the Board of Directors such
other forms of
3
remuneration as it deems appropriate. During the last fiscal year, members of
the Compensation Committee were H. DeWorth Williams and Edwin Phelps. The
Compensation Committee held one meeting during the last fiscal year.
During the Company's fiscal year ended September 30, 1999, there were 18
meetings of the Board of Directors. Each director attended 75% or more of the
aggregate number of meetings of the Board and any Committee of which he is a
member.
The Board of Directors, acting as a committee of the whole, has the
responsibility for considering nominations for prospective Board members. The
Board of Directors will consider nominees recommended by shareholders who
submit a notice of nomination to the Company at least 30 but not more than 60
days prior to the first anniversary of the preceding year's annual meeting.
Such notice shall contain appropriate data with respect to the suggested
candidate and the shareholder submitting the proposal in order to make an
informed decision as to the qualifications of the person.
Resignation of the Company's Outside Directors
On October 28, 1998, the Company's Board of Directors established the
Special Committee comprised of directors Richard B. Sayford, F. James Lynch
and William R. Carr. The Special Committee was directed to "independently
investigate the Company's accounting records and irregularities relating to
the Company's accounting records and to report to the board the results of its
investigation." Pursuant to this charge, the Special Committee retained
independent legal counsel which, in turn, retained an independent auditing
firm to assist in the investigation. Upon the recommendation and concurrence
of BDO Seidman, LLP ("BDO"), the Company's independent auditor at that time,
the Special Committee retained an interim Chief Financial Officer who reported
directly to the Special Committee and instituted additional internal controls
to enhance the integrity of the investigation and the Company's financial
reporting procedures.
During the pendency of the Special Committee's investigation, on December
21, 1998, BDO resigned as the Company's independent auditor and withdrew its
opinions of the Company's financial statement for the years ended September
30, 1993 through 1997, for the reasons cited in its letter of resignation and
as set forth elsewhere in this proxy statement.
A Special Meeting of the Company's Board of Directors was held on January 7,
1999 (the "Meeting"). The purpose of the Meeting was to receive the report and
recommendations of the Special Committee.
The Special Committee proposed that certain directors and executive officers
tender their resignations and that the Company's President pay to the Company
all amounts, if any, due from him to the Company. The Special Committee
further proposed that the Company hire a new Chief Executive Officer and Chief
Financial Officer from outside the Company and search for and retain an
auditing firm that is completely independent from the Company's officers
and/or directors. The Special Committee also proposed that certain directors
agree to place their shares of the Company's common stock into a voting trust
or other arrangement whereby such shares may be voted in accordance with
management's direction. It was further suggested that upon the implementation
of the above recommendations, the composition of the Board of Directors be
revised to provide for three inside and three independent directors. The
Special Committee then recommended that in the event the Chief Executive
Officer and Chief Financial Officer did resign, each be offered a consulting
agreement with the Company.
Following the presentation and proposals by the Special Committee, those
directors not on the Special Committee made a counter-proposal. Without
responding to the counter-proposal, the individuals on the Special Committee
informed the Board of their intent to resign from the Special Committee and
from the Board of Directors. Each of the resigning directors, F. James Lynch,
Richard B. Sayford and William R. Carr, submitted letters to the Company's
Board dated January 11, 1999 confirming their resignations. Each of the
resigning directors cited, as the reason for his resignation, the refusal of
the other members of the Board to accept the proposals of the Special
Committee. See the attached Annual Report for a more extensive discussion of
this matter.
4
On February 19, 1999, the Board of Directors accepted the resignations of
David Williams as President and Chief Executive Officer, and Pamela Sevy as
Chief Financial Officer, to be effective upon the filing of the 1998 Form 10-
K. The Board also nominated Blair Zykan as the Company's new President and
Chief Executive Officer effective February 23, 1999.
On February 23, 1999, the Board of Directors appointed Brian Abeel to fill
one of the vacancies on the Board from the resignations of the previous
directors. On November 29, 1999 Mr. Abeel joined the Company as Executive Vice
President and Chief Financial Officer while remaining on the Board of
Directors. Mr. Abeel was also named Secretary of the Corporation in November
1999.
On March 11, 1999, the Board of Directors appointed Edwin Phelps to fill one
of the vacancies on the Board from the resignations of the previous directors.
He was appointed Chairman of the Board on October 8, 1999. On April 9, 1999
the Board of Directors appointed Stephen Bamberger to fill one of the
vacancies on the Board from the resignations of the previous directors. The
Board is continuing its search to find a qualified director to fill the
remaining Outside Director vacancy.
EXECUTIVE COMPENSATION
The following table sets forth a summary of cash and non-cash compensation
for each of the last three fiscal periods ended September 30, 1999, 1998 and
1997, with respect to the Company's Chief Executive Officer and former Chief
Executive Officer. No other executive officer of the Company has earned a
salary greater than $100,000 annually for any of the periods depicted.
Summary Compensation Table
Name and Principal Other Annual Restricted All Other
Position Year Salary Bonus Compensation Stock Award Compensation
- ------------------ ---- -------- ----- ------------ ----------- ------------
Blair Zykan............ 1999 $ 87,018 $ -- $15,844 8,333** $ --
President, C.E.O. 1998 * -- -- -- --
1997 * -- -- -- --
David Williams......... 1999 $100,608 -- -- -- --
Former President,
C.E.O. 1998 92,500 -- -- -- --
1997 90,525 -- -- -- --
- --------
* Mr. Zykan was not an officer of the Company during 1998 or 1997 and did not
earn over $100,000 during those years. In 1999 he was paid commissions of
$15,844 prior to being named President and C.E.O.
** During 1999 Mr. Zykan entered into an employment agreement that provided
for a Deferred Share Award of 25,000 shares of stock in the Company,
vesting one third at the date of grant and one third each year thereafter
until fully vested.
The preceding table does not include any amounts for non-cash compensation,
including personal benefits, paid to David Williams or Blair Zykan. The
Company believes that the value of such non-cash benefits and compensation
paid during the periods presented did not exceed the lesser of $50,000 or 10%
of the cash compensation reported.
5
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
Option/SAR Values
Number of Securities Value of
Underlying Unexercised Unexercised
Options/SARs at In-the-Money
Fiscal Year End Fiscal Year End
Name and Principal Position Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------- ------------------------- -------------------------
David Williams............. 68,250/none $0/none
Former President, C.E.O.
(1)
Blair Zykan................ 126,000/none $0/none
President, C.E.O. (2)
- --------
(1) On June 3, 1994, the Company granted options to purchase 68,250 shares of
the Company's common stock to David Williams, President and CEO, pursuant
to the Company's Equity Incentive Plan. The options are non-transferable
and vest annually in three equal installments over a three-year period. As
of September 30, 1999, all options were fully vested.
(2) On June 3, 1994, the Company granted options to purchase 51,000 shares of
the Company's common stock to Blair Zykan pursuant to the Company's Equity
Incentive Plan. The options are non-transferable and vested annually in
three equal installments over a three-year period. As of September 30,
1999, all options were fully vested. On February 23, 1999, the Company
granted Mr. Zykan options to purchase 75,000 shares of the Company's
common stock, pursuant to the Company's Equity Incentive Plan. The options
are non-transferable and vest fully six months after issuance. As of
September 30, 1999, all options were fully vested.
Employment Agreements
On April 8, 1999, the Company entered into an employment agreement with its
newly appointed President, Blair Zykan. Under the terms of the agreement, Mr.
Zykan agrees to serve as President and C.E.O. for a period of three years for
a base annual salary of $97,000 and certain other fringe benefits. The base
salary will be reviewed annually by the Board of Directors. In addition, Mr.
Zykan is entitled to an annual cash bonus pursuant to a formula based on
corporate performance and comparable on a percentage basis to bonuses given to
similarly situated executives at companies similar in size to the Company. The
agreement also provides for the grant of stock purchase options to purchase
75,000 shares of the Company's common stock at $3.25 per share, exercisable
for a period of ten years. In addition, Mr. Zykan was granted a deferred share
award of 25,000 shares of the Company stock, vesting one third upon grant and
one third on the anniversary date of the agreement in each of the next two
years. Further, the agreement provides that in the event of a change of
control of the Company and certain other specific triggering events, the
Company will pay Mr. Zykan a lump sum payment of 2.99 times his base salary at
the time of the change of control.
The Company has also entered into an employment agreement dated November 1,
1999 with its Executive Vice President and Chief Financial Officer, Brian
Abeel. Mr. Abeel's agreement is for a period of three years for a base annual
salary of $95,000 and certain other fringe benefits. The base salary will be
reviewed annually by the Board of Directors. Mr. Abeel is also entitled to an
annual cash bonus pursuant to a formula based on corporate performance and
comparable on a percentage basis to bonuses given to similarly situated
executives at companies similar in size to the Company. The agreement also
provides for the grant of stock purchase options to purchase 45,000 shares of
the Company's common stock at $1.375 per share, exercisable for a period of
ten years. In addition, Mr. Abeel retains his options granted as a Director to
purchase 30,000 shares of the Company's stock at $3.25 per share, exercisable
for a period of ten years. In addition, Mr. Abeel was granted a deferred share
award of 25,000 shares of the Company stock, vesting one third upon grant and
one third on the anniversary date of the agreement in each of the next two
years. Further, the agreement provides that in the event of a change of
control of the Company and certain other specific triggering events, the
Company will pay Mr. Abeel a lump sum payment of 2.99 times his base salary at
the time of the change of control.
6
On April 12, 1999 the Company hired Suanne Parro as Chief Financial Officer.
On December 7, 1999, Ms. Parro tendered her resignation in conjunction with
the hiring of Brian Abeel as Executive Vice President and Chief Financial
Officer.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who beneficially own more
than ten percent of the Company's outstanding Common Stock, to file reports of
securities ownership and changes in such ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than ten percent
beneficial owners also are required by rules promulgated by the SEC to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on a review of reports received by the Company and
representations from the Company's officers and Directors, the Company
believes that all Section 16(a) filing requirements applicable to officers,
directors and greater than ten percent beneficial owners have been met, except
that the initial reports reflecting acquisition of stock options by Blair
Zykan, Brian Abeel, Edwin Phelps and Stephen Bamberger were filed late.
Certain Relationships and Related Transactions
In September 1998, the Company sold for $50,000 certain computer chips to an
Australian customer. The sale was initially recorded by the Company at a $0
sales price. The Company's Controller became aware of the transaction after it
was completed. David Williams and Pamela Sevy, the Company's President and
Chief Financial Officer, respectively, applied the proceeds from the sale to
reduce Mr. Williams' account receivable at the Company by $50,000. This was in
consideration for monies Mr. Williams had transmitted to the Company to reduce
the Australian receivable and, that due to the resale of returned units by the
Company, were considered unrecoverable by him. Subsequently, the Company
reversed this transaction, debited Mr. Williams account receivable for
$50,000, and recorded the sale as revenues to the Company. The Company then
reduced Mr. Williams' account receivable by $50,000 to recognize the monies he
had transmitted to the Company to reduce the Australian receivable remaining
unrecovered by him.
Effective October 25, 1999 the Company terminated the employment of David
Williams and Pamela Sevy, who both resigned as President and Chief Executive
Officer and Chief Financial Officer, respectively, on February 19, 1999. The
separation agreements provide for payment to Mr. Williams of $23,687 of
accrued vacation plus $98,764 of severance pay, payable $24,691 in November
1999 and the remainder over twelve monthly installments of $6,173 per month
beginning November 23, 1999, and for payment to Ms. Sevy of $16,845 of accrued
vacation plus $68,527 of severance pay, payable $17,132 in November 1999 and
the remainder over twelve monthly installments of $4,283 per month beginning
November 23, 1999. In addition, both Mr. Williams and Ms. Sevy will receive
indemnification of legal fees and costs incurred in connection with the
litigation and SEC proceedings up to a maximum of $25,000 each, and the Stock
Option Certificates each hold will be amended to permit the exercise of his or
her Stock Options through the end of the current option term, which is June 2,
2004. The Company is presently negotiating an Independent Manufacturer's
Representative agreement with Mr. Williams which would pay him a commission on
sales to certain of the Company's customers. The agreement and commission
structure will be based on industry standards.
7
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of January 20, 2000, the number of shares
and the percentage ownership of record and/or beneficially owned by each
person who is the beneficial owner of more than 5% of the Company's Common
Stock, by each person who serves as a director of the Company and by all
directors and executive officers of the Company as a group. Unless otherwise
indicated, the Company has been advised that each of the named persons has
sole voting power and sole dispositive power with respect to the shares
indicated.
Number of Shares Beneficially Percent of
Name of Beneficial Owner Owned as of January 20, 2000 Common Stock(1)
- ------------------------ ----------------------------- ---------------
Jeremy G. Dunne(2).............. 417,000 8.2%
Blair Zykan(3).................. 142,143 2.8%
H. DeWorth Williams(4).......... 609,007 12.1%
David Williams(5)............... 388,686 7.6%
Brian Abeel(6).................. 18,333 .4%
Edwin Phelps.................... 0 0%
Stephen Bamberger............... 0 0%
Plaza Resources Company(7)...... 356,250 6.6%
Directors and officers as a
group (7 persons)(8)........... 1,186,483 22.6%
- --------
(1) Percentage ownership is calculated separately for each person on the
basis of the actual number of outstanding shares as of January 20, 2000
and assumes the exercise of options held by such person (but not by
anyone else) exercisable within sixty days. These percentages reflect
corrections to minor calculation errors in the attached 10-K.
(2) Includes 68,250 shares, which may be acquired by Mr. Dunne pursuant to
the exercise of stock options exercisable within sixty days.
(3) Includes 126,000 shares, which may be acquired by Mr. Zykan pursuant to
the exercise of stock options exercisable within sixty days.
(4) Includes 30,000 shares, which may be acquired by Mr. Williams pursuant to
the exercise of stock options exercisable within sixty days.
(5) Includes 68,250 shares, which may be acquired by Mr. Williams pursuant to
the exercise of stock options exercisable within sixty days.
(6) Includes 10,000 shares, which may be acquired by Mr. Abeel pursuant to
the exercise of stock options exercisable within sixty days.
(7) Includes 356,250 shares issuable upon exercise of the PRC Warrants. PRC
is a wholly owned subsidiary of GEICO Corporation. See Note 5 to the
Company's consolidated financial statements.
(8) Includes 234,500 shares, which may be acquired by the Company's officers
or directors within sixty days pursuant to the exercise of stock options
at various prices.
8
PERFORMANCE GRAPH
The graph below provides an indicator of cumulative total shareowner returns
for the Company as compared with the S&P 500 Stock Index ("S&P 500") and a
group of peer issuers. Assumes $100 invested October 1, 1994 in the Company,
the S&P 500 and the Peer Group (1).
9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99
------- ------- ------- ------- ------- -------
S&P 500....................... $100.00 $129.95 $156.52 $220.21 $240.76 $308.06
Laser Technology, Inc......... $100.00 $129.41 $108.94 $ 91.29 $ 83.84 $ 26.47
Nasdaq Electronic Component
Stocks Index................. $100.00 $199.37 $237.09 $416.80 $332.09 $683.06
- --------
(1) The Peer Group is represented by the Nasdaq Electronic Components Stock
Index.
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders at the Meeting, the Board of
Directors has appointed Jones, Jensen & Company ("JJ & C") as independent
auditors for the fiscal year ending September 30, 2000 and until their
successors are selected. JJ & C has served as auditors of the consolidated
financial statements of the Company for the fiscal years ended September 30,
1993 through September 30, 1999. A representative of JJ & C will be present at
the Meeting and will have the opportunity to make a statement if he or she
desires to do so and will be available to answer appropriate questions.
The affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the matter is required to ratify the
appointment of JJ & C as independent public accountants.
The Board of Directors recommends that the shareholders vote FOR
ratification of the selection of Jones, Jensen & Company, independent public
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending September 30, 2000.
9
COMPANY'S INDEPENDENT AUDITORS RESIGN AND ARE REPLACED
BDO Seidman, LLP ("BDO") served as the Company's independent auditor for the
years ended September 30, 1992 through 1997. On December 21, 1998, BDO
resigned as independent auditor for the Company, citing the following events:
1. The Company's internal controls could not be relied upon to develop
financial statements.
2. Information had come to BDO's attention indicating that they could no
longer rely on management's representations.
3. BDO concluded that the above events materially impacted the
reliability for the financial statements for the fiscal years ending
September 30, 1993, 1994, 1995, 1996 and 1997. Therefore, BDO was unwilling
to be associated with the above mentioned financial statements and withdrew
its opinions on those years.
The Company filed with the Commission a current report on Form 8-K dated
December 28, 1998 disclosing the resignation of BDO. The Form 8-K was amended
on January 4, 1999 to include the letter from BDO addressed to the Commission
stating whether it agreed with the statements made by the Company in the
Form 8-K.
On January 11, 1999, the Company's Board of Directors approved the
appointment of and formally engaged Jones, Jensen & Company, Certified Public
Accountants ("JJ&C"), as the Company's independent auditor. Thereupon, JJ&C
began auditing the Company's financial statements for the fiscal years ended
September 30, 1998, 1997, 1996, 1995, 1994 and 1993. JJ&C was also retained to
conduct a detailed review of the financial controls of the Company and made
recommendations to the Board of Directors.
During the Company's two most recent fiscal years and subsequent interim
period, prior to engaging JJ&C, the Company has not consulted JJ&C regarding
either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii) any matter
that was either the subject of a disagreement or a reportable event, except to
the extent necessary for JJ&C to complete its client acceptance procedures.
JJ&C has completed the audit of fiscal years 1993 through 1999. The restated
results for fiscal years 1995 through 1997 can be found in the Company's
Annual Report for the fiscal year ended September 30, 1999, filed on Form 10-
K, on December 29, 1999.
OTHER MATTERS
The Board of Directors is not aware of any other matter to be presented for
action at the Meeting. However, if any other matter is properly presented, it
is the intention of the persons named in the enclosed form of proxy to vote in
accordance with their judgment on such matter.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders, including financial statements,
for the fiscal year ended September 30, 1999, accompanies this Proxy
Statement.
SHAREHOLDERS' PROPOSALS
It is anticipated that the Company's fiscal 2000 Annual Meeting of
Shareholders will be held on or about February 22, 2001. Shareholders who
intend to present proposals at such Annual Meeting must submit their proposals
to the Secretary of the Company on or before October 22, 2000.
10
GENERAL
The costs of soliciting proxies will be paid by the Company. In addition to
the use of the mails, proxies may be personally solicited by directors,
officers or regular employees of the Company (who will not be compensated
separately for their services), by mail, telephone, telegraph, cable or
personal discussion. The Company will also request banks, brokers and other
custodians, nominees and fiduciaries to forward proxy materials to the
beneficial owners of stock held of record by such persons and request
authority for the execution of proxies. The Company will reimburse such
entities for reasonable out-of-pocket expenses incurred in handling proxy
materials for the beneficial owners of the Company's Common Stock.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted by delivering to the Secretary of the
Company a written notice of revocation bearing a later date than the proxy, by
duly executing a subsequent proxy relating to the same shares, or by attending
the Meeting and voting in person. Attendance at the Meeting will not in and of
itself constitute revocation of a proxy unless the stockholder votes his or
her shares of Common Stock in person at the Meeting. Any notice revoking a
proxy should be sent to the Secretary of the Company, Brian Abeel, at Laser
Technology, Inc., 7070 S. Tucson Way, Englewood, Colorado 80112.
Please complete, date, sign and return the accompanying proxy promptly in
the enclosed envelope.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO FILL IN,
SIGN AND RETURN THE ACCOMPANYING PROXY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
By Order of the Board of Directors
Brian Abeel
Secretary
Englewood, Colorado
January 20, 2000
11
LASER TECHNOLOGY, INC.
PROXY
ANNUAL MEETING, MAY 13, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Blair Zykan and Jeremy Dunne, as Proxies,
each with full power to appoint his substitute, and hereby authorizes them to
appear and vote as designated below, all shares of Common Stock of Laser
Technology, Inc. held on record by the undersigned on April 16, 1999, at the
Annual Meeting of Stockholders to be held on May 13, 1999, and any adjournments
thereof.
The undersigned hereby directs this Proxy to be voted:
1. Election of directors:
[_] FOR the election as directors of all nominees listed below (except as
marked to the contrary below)
or [_] WITHHOLD AUTHORITY to vote
for all nominees listed
below
BLAIR ZYKAN JEREMY G. DUNNE H. DEWORTH WILLIAMS
BRIAN ABEEL EDWIN P. PHELPS STEPHEN BAMBERGER
(INSTRUCTION: To withhold authority to vote for any of the above listed
nominees, please strike a line through that individual's name)
2. Proposal to ratify the appointment of Jones, Jensen & Company as
independent auditors for the Company for the fiscal year ending
September 30, 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the named proxies may vote on such other business as
may properly come before the Annual Meeting, or any adjournments or
postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THE PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
Date:_______________________________
------------------------------------
Signature of stockholder
------------------------------------
Signature if held jointly
NOTE: PLEASE MARK, DATE, SIGN AND
RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH
SHOULD SIGN. IF SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE. IF A CORPORATION OR
PARTNERSHIP, PLEASE SIGN IN
CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED PERSON.