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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
Laser Technology, Inc.
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(Name of Registrant as Specified In Its Charter)
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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] No fee required.
[_] 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
[LOGO OF LASER TECHNOLOGY, INC.]
7070 SOUTH TUCSON WAY
ENGLEWOOD, COLORADO 80112
January 26, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Meeting") of Laser Technology, Inc. (the "Company") on Tuesday, February 24,
1998, at 10:00 a.m. local time, at the Company's corporate offices located at
7070 S. Tucson Way, Englewood, Colorado 80112.
Those matters expected to be acted upon at the Meeting are described in
detail in the attached Notice of Annual Meeting of Stockholders and Proxy
Statement.
Your participation at this Meeting is very important, regardless of the
number of shares you hold. Whether or not you plan to attend the Meeting,
please complete, date, sign and return the accompanying proxy promptly in the
enclosed envelope. 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/ DAVID WILLIAMS
----------------------------------
David Williams
President and Chief Executive
Officer
LASER TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 24, 1998
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Laser Technology, Inc., a Delaware corporation (the "Company"),
will be held on Tuesday, February 24, 1998, at 10:00 a.m. local time, at the
Company's corporate offices located at 7070 S. Tucson Way, Englewood, Colorado
80112, for the following purposes:
1. To elect seven directors to serve for the ensuing year or until their
successors are duly elected and qualified;
2. To approve the adoption of an amendment to the Laser Technology, Inc.
Equity Incentive Plan to increase the number of shares available under
the plan by two percent of the outstanding shares per year (but in no
event will more than 1,000,000 shares be available).
3. To ratify the appointment of BDO Seidman, LLP as independent auditors
for the Company for the fiscal year ending September 30, 1998; and
4. To transact such other business as may properly come before the Meeting
and any adjournments thereof.
Only stockholders of record at the close of business on January 23, 1998,
are entitled to notice of and to vote at the Meeting and any adjournments
thereof.
All stockholders are cordially invited to attend the Meeting in person. 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 stockholders attending the
Meeting may revoke their proxies and vote their shares in person.
By Order of the Board of Directors
/s/ DAN N. GROTHE
----------------------------------
Dan N. Grothe
Secretary
Englewood, Colorado
January 26, 1998
LASER TECHNOLOGY, INC.
7070 SOUTH TUCSON WAY
ENGLEWOOD, COLORADO 80112
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
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This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders (the "Meeting") of Laser
Technology, Inc. (the "Company") to be held on Tuesday, February 24, 1998, at
10:00 a.m. local time, at the Company's corporate offices located at 7070 S.
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 stockholder 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 stockholders on or
about January 26, 1998, accompanied by the Company's Annual Report to
Stockholders for the fiscal year ended September 30, 1997.
Stockholders of record at the close of business on January 23, 1998 will be
entitled to vote on all matters. On the record date the Company had 4,998,351
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
seven.
At the Meeting, seven 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 seven 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 1997 ANNUAL MEETING
DIRECTOR
NOMINEE AGE SINCE POSITION WITH THE COMPANY
- ------- --- -------- ------------------------------
David Williams...................... 42 1986 President, C.E.O. and Director
Jeremy G. Dunne..................... 40 1986 Vice President and Director
Dan N. Grothe....................... 60 1992 Secretary and Director
William R. Carr..................... 58 1994 Director
H. DeWorth Williams................. 62 1994 Director
F. James Lynch...................... 67 1995 Director
Richard B. Sayford.................. 65 1995 Director
BUSINESS EXPERIENCE OF DIRECTORS AND NOMINEES
David Williams. Mr. Williams has been employed by the Company since January
1986. He served as Vice President of marketing and finance prior to becoming
President and Chief Executive Officer in December 1986. From 1983 to 1985, Mr.
Williams was a financial consultant with Williams Investments Company, a
financial consulting and venture capital firm. From 1981 to 1983, Mr. Williams
was a financial officer and consultant for Valley Care, Inc., a health care
provider. Mr. Williams is a 1981 graduate from the University of Utah with a
B.S. Degree in Finance.
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.
Dan N. Grothe. In May 1993, Mr. Grothe became a full time employee of the
Company directing certain activities focused on improving marketing to federal
and municipal government agencies. Mr. Grothe also serves as President of the
Company's wholly-owned subsidiary, Laser Communications, Inc., heading
marketing efforts of the Company's DAS100 Ship Docking Aid Systems. From 1989
to May 1993, Mr. Grothe was self employed as a financial advisor to
corporations doing business with governmental entities. From 1987 to 1989, Mr.
Grothe was a Vice President at Hanifen Imhoff, Inc., Denver, Colorado, working
primarily as a tax-exempt bond underwriter.
William R. Carr. For thirty years and until his retirement in January 1994,
Mr. Carr was with the Northern Division of the United States Forest Service
having responsibility for the region's timber sale valuation and measurement
programs. During the past twenty years, Mr. Carr has chaired national forestry
committees and has been the recipient of the Regional Foresters Management
having responsibility for the region's timber sale valuation and measurement
programs. During the past twenty years, Mr. Carr has chaired national forestry
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committees and has been the recipient of the Regional Foresters Management
Effectiveness and Improvements Honor Award, and USDA Award for Distinguished
Service. Mr. Carr holds a M.S. Degree in Forestry from the University of
Montana.
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 President, David Williams.
F. James Lynch. From 1976 to 1994 Mr. Lynch was Chairman and CEO of
Electromedics, Inc. Electromedics, Inc. was acquired by Medtronic in April
1994. Electromedics designed, manufactured and marketed blood management
equipment for use in cardiovascular, orthopedic and other medium/high blood
loss surgeries. In 1995, Mr. Lynch organized FJL Venture Group which works
with high technology start-up companies. Mr. Lynch also serves as Managing
Partner of Kerr Vehicle Resources LLC and is a Board member and Treasurer of
St. Joseph Hospital Foundation located in Denver, Colorado.
Richard B. Sayford. Since 1979, Mr. Sayford has been the President of
Strategic Enterprises, Inc., a privately held consulting firm specializing in
consulting with high technology companies and venture firms. Since 1980, Mr.
Sayford has served as a member of the Board of Directors of MCI Communications
Company. Mr. Sayford also serves on the Board of VISX, a manufacturer of laser
vision correction systems in Santa Clara, California. Mr. Sayford holds an MBA
degree from the Harvard Business School.
The Board of Directors recommends that the stockholders 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 stockholders and
until their successors have been duly elected and qualified. The Company has
not directly compensated its directors for service on the Board of Directors
or any committee thereof, although directors are 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 the following committees and retains
the authority to establish additional committees from time to time:
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 William
R. Carr, F. James Lynch, and Richard B. Sayford, and the committee held two
meetings.
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 remuneration as
it deems appropriate. During the last fiscal year, members of the Compensation
Committee were H. DeWorth Williams, F. James Lynch, Richard B. Sayford and
William R. Carr. The Compensation Committee held two meetings during the last
fiscal year.
During the Company's fiscal year ended September 30, 1997, there were eight
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.
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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 stockholders 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 stockholder submitting the proposal in order to make an
informed decision as to the qualifications of the person.
Set forth below is certain information regarding the executive officer of
the Company who does not serve on the Board of Directors.
Pamela Sevy, age 32, has been employed by the Company since August 1987 and
has served as Treasurer and Chief Financial Officer of the Company since
September 1992. Previously, she held the position of Company Controller. From
1985 to 1987, Ms. Sevy conducted accounting operations for E.O.C., a Denver
based, four store retail optical outlet. From 1981 to 1985, she worked with
PTI, an Englewood, Colorado company specializing in corporate accounting and
administrative assistance.
EXECUTIVE COMPENSATION
The following table sets forth a summary of cash and non-cash compensation
for each of the last three fiscal years ended September 30, 1997, 1996 and
1995, with respect to the Company's Chief Executive Officer. No executive
officer of the Company has earned a salary greater than $100,000 annually for
any of the periods depicted.
SUMMARY COMPENSATION TABLE
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
- --------------------------- ---- ------- ------- ------------ ------------
David Williams,................. 1997 $90,525 $ -- $ -- $ --
President, C.E.O. 1996 84,600 -- -- --
1995 75,675 -- -- --
The preceding table does not include any amounts for noncash compensation,
including personal benefits, paid to David Williams. The Company believes that
the value of such noncash benefits and compensation paid to David Williams
during the periods presented did not exceed the lesser of $50,000 or 10% of
the cash compensation reported for him.
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 FISCAL IN-THE-MONEY
YEAR END FISCAL YERA END
NAME AND PRINCIPAL
POSITION EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------ ------------------------- -------------------------
David Williams.......... 68,250 --
President, C.E.O. (1) -- --
- --------
(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.
EMPLOYMENT AGREEMENTS
Since July 1992, the Company has had employment agreements with David
Williams and Jeremy G. Dunne, pursuant to which they receive annual base
salaries subject to increases at the discretion of the Board of Directors.
Each employment agreement prohibits the employee from directly or indirectly
competing with the Company during and for a period of three years following
termination of his employment.
4
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 upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that for the fiscal year ended September 30, 1997 all Section
16(a) filing requirements applicable to officers, directors and greater than
ten percent beneficial owners were complied with.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 15, 1998, 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 the Chief Executive Officer and each person who serves as a director
of the Company and by all directors, nominees, 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 15, 1998 COMMON STOCK(1)
- ------------------------ ----------------------------- ---------------
David Williams(2)................ 402,686 8.0%
Jeremy G. Dunne(3)............... 414,500 8.2%
Dan N. Grothe(4)................. 43,000 .9%
William R. Carr(5)............... 35,200 .7%
F. James Lynch(6)................ 32,000 .7%
Richard B. Sayford(7)............ 24,000 .5%
H. DeWorth Williams(8)........... 579,157 11.6%
All Officers and Directors as a
Group (9 persons)(9)............ 1,625,052 33.0%
- --------
(1) As of January 15, 1998, there were 4,998,351 shares of the Company's
Common Stock outstanding. Percentage ownership is calculated separately
for each person on the basis of the actual number of outstanding shares as
of January 15, 1998, and assumes the exercise of options held by such
person (but not by anyone else) exercisable within sixty days.
(2) Includes 68,250 shares which may be acquired by Mr. Williams pursuant to
the exercise of stock options exercisable within sixty days.
(3) Includes 68,250 shares which may be acquired by Mr. Dunne pursuant to the
exercise of stock options exercisable within sixty days.
(4) Includes 33,000 shares which may be acquired by Mr. Grothe pursuant to the
exercise of stock options exercisable within sixty days.
(5) Includes 30,000 shares which may be acquired by Mr. Carr pursuant to the
exercise of stock options exercisable within sixty days.
(6) Includes 30,000 shares which may be acquired by Mr. Lynch pursuant to the
exercise of stock options exercisable within sixty days.
(7) Includes 20,000 shares which may be acquired by Mr. Sayford pursuant to
the exercise of stock options exercisable within sixty days.
(8) Includes 30,000 shares which may be acquired by Mr. Williams pursuant to
the exercise of stock options exercisable within sixty days.
(9) Includes 330,500 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.
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ITEM 2. PROPOSAL TO AUTHORIZE ADDITIONAL SHARES FOR THE
LASER TECHNOLOGY, INC. EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN
On June 3, 1994, the Board of Directors adopted the Laser Technology, Inc.
Equity Incentive Plan (the "Employee Plan") to provide for the grant of non-
qualified stock options, incentive stock options, stock appreciation rights,
restricted stock awards, stock units and other stock grants to key employees
of the Company. The Plan was approved by the shareholders at the annual
meeting held on March 1, 1995.
PROPOSED AMENDMENT TO EMPLOYEE PLAN
Under the Employee Plan as originally adopted, the maximum number of shares
of Common Stock that may be issued pursuant to the Plan is 530,000 shares. The
Board of Directors has determined that it is in the best interest of the
Company to increase the number of authorized shares as follows:
For each fiscal year from and including the fiscal year beginning October
1, 1997 through the fiscal year beginning October 1, 2003 (seven years), a
number of shares of Stock equal to two percent of the total number of
issued and outstanding shares of Stock as of September 30 of the fiscal
year immediately preceding such year shall become available for issuance
under the Plan. In addition: (i) any unused portion of the shares of Stock
remaining from those reserved as of September 30, 1997; (ii) any shares of
Stock available pursuant to Section 4.2; and (iii) any unused portion of
the two percent limit for any fiscal year shall be added to the aggregate
number of shares of Stock available for issuance in each fiscal year under
the Plan. In no event, except as subject to adjustment as provided in
Sections 4.3 and 4.4, shall more than 1,000,000 shares of Stock be
cumulatively available for issuance pursuant to the exercise of Incentive
Options.
NUMBER OF SHARES
The number of shares is subject to adjustment on account of stock splits,
stock dividends and other dilutive changes in the Common Stock. Upon exercise
of the options, the option holders must pay to the Company the full exercise
price as established by the plan in order to acquire their shares. The current
market value of the shares of Common Stock underlying the options that may be
awarded under the Employee Plan is $3.75 per share, based on the closing price
as reported by the American Stock Exchange on January 15, 1998.
PARTICIPATION
Employee Plan participation is limited to key employees and consultants of
the Company who have been selected by the Committee (see "Administration,"
below) to participate in the Employee Plan. All of the Company's employees (75
persons as of January 26, 1998) currently are potentially eligible to
participate in the Plan. Directors who are not employees are not eligible to
participate.
ADMINISTRATION
The Employee Plan is administered by a compensation committee consisting of
members of the Company's Board of Directors (the "Committee"). The Committee
must be structured at all times so that it satisfies the "disinterested
administration" requirement of Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The Committee has the sole discretion
to identify key employees to whom awards may be granted under the plan and the
manner in which such awards will vest. Awards under the Employee Plan shall be
made by the Committee to eligible employees in such number and at such times
as the Committee shall determine, except that the maximum number of shares
subject to one or more options or stock appreciation rights that can be
granted during the term of the plan to any individual employee is 120,000
shares of Common Stock. In making grants under the Employee Plan, the
Committee shall select key employees, who
6
in the Committee's judgment, are performing, or during the term of their
incentive arrangement will perform, vital services in the management,
operation and development of the Company or any affiliated corporation, and
significantly contribute, or are expected to significantly contribute, to the
achievement of long-term corporate economic objectives.
EXERCISE
The Committee determines the exercise price for each option; however,
options must have an exercise price that is at least equal to the fair market
value of the Common Stock on the date the option is granted (at least equal to
110% of the fair market value in the case of an incentive stock option granted
to an employee who owns Common Stock having more than 10% of the voting
power). Options under the Employee Plan become exercisable in increments after
each year of continuous services after the date of grant. One third of the
total number of shares subject to options may be exercised after twelve months
of continuous service, with an additional one third being exercisable after
each additional year of continuous service with the Company through the third
year of continuous service. The Committee determines the term for each option;
provided that the maximum term for each option is ten years (five years in the
case of an incentive stock option granted to an employee who owns Common Stock
having more than 10% of the voting power). An option holder may exercise an
option by written notice and payment of the exercise price in (i) cash or
certified funds, (ii) by the surrender of a number of shares of Common Stock
already owned by the option holder for at least 6 months with a fair market
value equal to the exercise price, or (iii) through a broker's transaction by
directing the broker either to sell all or a portion of the Common Stock to
pay the exercise price or to make a loan to the option holder to permit the
option holder to pay the exercise price. Option holders who are subject to
withholding of federal and state income tax as a result of exercising an
option may satisfy the income tax withholding obligation through the
withholding of a portion of the Common Stock to be received upon exercise of
the option. Options, stock appreciation rights, stock units and restricted
stock awards granted under the Employee Plan are not transferable other than
by will or by the laws of descent and distribution.
CHANGE IN CONTROL
All awards granted under the Employee Plan shall immediately vest upon any
"change in control" of the Company. A "change in control" occurs if (i) 30% or
more of the Company's voting stock is acquired by persons or entities without
the approval of a majority of the Board unrelated to the acquirer, or (ii)
individuals who were members of the Board at the beginning of a 24-month
period cease to make up at least two-thirds of the Board at any time during
that period, unless the election of the new members was approved by a majority
of the Board in office immediately prior to the 24-month period and of
approved new members.
MERGER AND REORGANIZATION
Upon the occurrence of (i) the merger or consolidation of the Company (other
than a merger or consolidation in which the Company is the continuing company
and that does not result in any changes in the outstanding shares of Common
Stock), (ii) the sale of all or substantially all of the assets of the Company
(other than a sale in which the Company continues as a holding company of an
entity that conducts the business formerly conducted by the Company), or (iii)
the dissolution or liquidation of the Company, all outstanding options will
terminate automatically when the event occurs if the Company gives the option
holders 30 days' prior written notice of the event. Notice is not required for
a merger or consolidation or for a sale if the Company, the successor, or the
purchaser makes adequate provision for the assumption of the outstanding
options or the substitution of new options on terms comparable to the
outstanding options. When the notice is given, all outstanding options fully
vest and can be exercised prior to the event.
AMENDMENT AND TERMINATION
The Board may amend the Employee Plan in any respect at any time provided
stockholder approval is obtained when necessary or desirable. However, no
amendment can impair any option, stock appreciation rights,
7
awards or units previously granted, or deprive an option holder of any Common
Stock acquired without the option holder's consent.
FEDERAL INCOME TAX CONSEQUENCES OF THE GRANT AND EXERCISE OF OPTIONS
When a non-qualified stock option is granted, there are no income tax
consequences for the option holder or the Company. When a non-qualified stock
option is exercised, in general, the option holder recognizes compensation
equal to the excess of the fair market value of the Common Stock on the date
of exercise over the exercise price. However, if the option holder exercises
the non-qualified stock option within six months after the non-qualified stock
option's grant and if the sale of the Common Stock at a profit would subject
the option holder to liability under Section 16(b) of the Securities Exchange
Act of 1934 ("Section 16(b)"), the option holder will recognize compensation
income equal to the excess of (i) the fair market value of the Common Stock on
the earlier of the date that is six months after the date of exercise or the
date the option holder can sell the stock without Section 16(b) liability over
(ii) the exercise price. The option holder can make an election under Code
section 83(b) to measure the compensation as of the date the non-qualified
stock option is exercised. The compensation recognized by an employee is
subject to income tax withholding. The Company is entitled to a deduction
equal to the compensation recognized by the option holder for the Company's
taxable year that ends with or within the taxable year in which the option
holder recognized the compensation.
When an incentive stock option is granted, there are no income tax
consequences for the option holder or the Company. When an incentive stock
option is exercised, the option holder does not recognize income and the
Company does not receive a deduction. However, the option holder must treat
the excess of the fair market value of the Common Stock on the date of
exercise over the exercise price as an item of adjustment for purposes of the
alternative minimum tax. If the option holder makes a "disqualifying
disposition" of the Common Stock (described below) in the same taxable year
the incentive stock option was exercised, there are no alternative minimum tax
consequences.
If the option holder disposes of the Common Stock after the option holder
has held the Common Stock for at least two years after the incentive stock
option was granted and one year after the incentive stock option was
exercised, the amount the option holder receives upon the disposition over the
exercise price is treated as long-term capital gain (which will be taxed at
the applicable rates) to the option holder. The Company is not entitled to a
deduction. If the option holder makes a "disqualifying disposition" of the
Common Stock by disposing of the Common Stock before it has been held for at
least two years after the date the incentive option was granted and one year
after the date the incentive option was exercised, the option holder
recognizes compensation income equal to the excess of (i) the fair market
value of the Common Stock on the date the incentive option was exercised or,
if less, the amount received on the disposition over (ii) the exercise price.
At present, the Company is not required to withhold. The Company is entitled
to a deduction equal to the compensation recognized by the option holder for
the Company's taxable year that ends with or within the taxable year in which
the option holder recognized the compensation.
The Employee Plan provides that option holders are responsible for making
appropriate arrangements with the Company to provide for any additional
withholding amounts. Furthermore, the Company shall have no obligation to
deliver shares of Common Stock upon the exercise of any options, stock
appreciation rights, awards or units under the Employee Plan until all
applicable federal, state and local income and other tax withholding
requirements have been satisfied.
APPROVAL REQUIRED
The affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the matter is required to approve the increase
in shares available under the Laser Technology, Inc. Equity Incentive Plan.
8
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
AMENDMENT TO THE LASER TECHNOLOGY, INC. EQUITY INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN BY TWO PERCENT OF THE
OUTSTANDING SHARES PER YEAR (BUT IN NO EVENT WILL MORE THAN 1,000,000 SHARES
BE AVAILABLE).
ITEM 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the stockholders at the Meeting, the Board of
Directors has appointed BDO Seidman, LLP ("BDO Seidman") as independent
auditors for the fiscal year ending September 30, 1998 and until their
successors are selected. BDO Seidman has served as auditors of the
consolidated financial statements of the Company for the last five fiscal
years. A representative of BDO Seidman 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 BDO Seidman as independent public accountants.
The Board of Directors recommends that the stockholders vote FOR
ratification of the selection of BDO Seidman, LLP, independent public
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending September 30, 1998.
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 STOCKHOLDERS
The Company's Annual Report to Stockholders, including financial statements,
for the fiscal year ended September 30, 1997, accompanies this Proxy
Statement.
STOCKHOLDERS' PROPOSALS
It is anticipated that the Company's fiscal 1998 Annual Meeting of
Stockholders will be held on or about February 24, 1999. Stockholders who
intend to present proposals at such Annual Meeting must submit their proposals
to the Secretary of the Company on or before October 24, 1998.
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.
9
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, Dan N. Grothe, 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
/s/ DAN N. GROTHE
----------------------------------
Dan N. Grothe
Secretary
Englewood, Colorado
January 26, 1998
10
AMENDMENT TO
LASER TECHNOLOGY, INC.
EQUITY INCENTIVE PLAN
Recital
Effective June 3, 1994, Laser Technology, Inc., a Delaware corporation (the
"Company"), adopted the Laser Technology, Inc. Equity Incentive Plan (the
"Plan"). In Article XVI of the Plan the Company reserved the right and power to
amend the Plan from time to time. In exercise of that right and power, the Plan
is hereby amended as follows to be effective upon stockholder approval. The
amendment was submitted to the stockholders for their approval at the annual
meeting held on February 24, 1998, at which time such amendment was approved.
Amendment
The first sentence of Plan section 4.1 shall be amended in its entirety to
provide as follows:
"For each fiscal year from and including the fiscal year beginning October
1, 1997 through the fiscal year beginning October 1, 2003 (seven years), a
number of shares of Stock equal to two percent of the total number of
issued and outstanding shares of Stock as of September 30 of the fiscal
year immediately preceding such year shall become available for issuance
under the Plan. In addition: (i) any unused portion of the shares of Stock
remaining from those reserved as of September 30, 1997; (ii) any shares of
Stock available pursuant to Section 4.2; and (iii) any unused portion of
the two percent limit for any fiscal year shall be added to the aggregate
number of shares of Stock available for issuance in each fiscal year under
the Plan. In no event, except as subject to adjustment as provided in
Sections 4.3 and 4.4, shall more than 1,000,000 shares of Stock be
cumulatively available for issuance pursuant to the exercise of Incentive
Options."
IN WITNESS WHEREOF, this Amendment has been signed this _____ day of
February 1998.
LASER TECHNOLOGY, INC.,
a Delaware corporation
By:_______________________________________
David Williams
President
11
LASER TECHNOLOGY, INC.
PROXY
ANNUAL MEETING, FEBRUARY 24, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeremy G. Dunne and David Williams, 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 January 23, 1998,
at the Annual Meeting of Stockholders to be held on February 24, 1998, 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
DAVID WILLIAMS JEREMY G. DUNNE F. JAMES LYNCH
WILLIAM R. CARR DAN N. GROTHE RICHARD B. SAYFORD
H. DEWORTH WILLIAMS
(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 approve the increase in the number of shares available under
the Equity Incentive Plan by two percent of the outstanding shares per year
(but in no event will more than 1,000,000 shares be available).
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to ratify the appointment of BDO Seidman, LLP as independent
auditors for the Company for the fiscal year ending September 30, 1998.
[_] FOR [_] AGAINST [_] ABSTAIN
4. 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.